MASTER SERVICES AGREEMENT

Updated as of July 30, 2024

Technik, LLC (“Technik”) is pleased to provide you services under this Technik Master Services Agreement.  Any and all orders for services or products ("Orders”) are incorporated into this Master Services Agreement (“MSA”) by and between you and Technik (collectively, the “Parties” or each individually a “Party”) for the services or products specified in any contracts or orders (“Services”).  As used herein, the words “we”, “our” and “us” refer to Technik and the words “Customer”, “you”, and “your” refer to the entity that has signed the Technik Contract or Orders.

1.    TERMS AND CONDITIONS

These terms and conditions shall apply to all services rendered or products provided to the Customer by Technik, without limitation, and regardless of whether said services are/were contemplated within this Agreement.

1.1.                       Contract Documents and Conflicts

This Agreement and materials explicitly incorporated herein by reference, including all Contracts and Orders entered into or placed by Customer, constitute the complete contract between Customer and Technik LLC ("Technik"). This MSA contains the entire agreement of the parties, and supersedes all prior negotiations, agreements, conversations, communications, and any other understandings with respect hereto.  Should the Customer provide additional terms and conditions with regard to the products and services rendered by Technik, such terms are superseded by the terms and conditions of this MSA and render all conflicting terms and conditions provided by Customer as null and void.

1.2.                       Amendments

Amendments to this MSA are valid only if in writing and signed by the President of Technik and a representative of the Customer.

1.3.                       Governing Law and Parties; Venue and Disputes; Arbitration

The rights and liabilities of Customer and Technik in relation to this Agreement are determined in accordance with the laws of the State of Michigan, U.S.A., without regards to conflict of laws principles. Any dispute or claim involving this Agreement shall be settled by arbitration in Genesee County, Michigan, under the rules of the American Arbitration Association. Any dispute or claim shall be waived unless arbitration is demanded within six (6) months of when the party becomes aware of the occurrence giving rise to the dispute or claim. The arbitrator shall have no authority to change any provision of this Agreement; the arbitrator’s sole authority shall be to interpret or apply the provisions of this Agreement. The decision of the arbitrator shall be find and binding and the exclusive remedy for any alleged breach of this Agreement. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

1.4.                       Hours of Operation, Rates, and Travel

Technik’s hours of operation are Monday-Friday 7:30 am-5:30 pm. Technik observes the following federal holidays:

• New Year’s Day (Jan 1)
• Memorial Day (Last Monday in May)
• Independence Day (July 4)
• Labor Day (First Monday in September)
• Thanksgiving Day (4^th Thursday in November)
• Christmas Eve (Dec 24)
• Christmas Day (Dec 25)

Standard rates for all labor are one-hundred fifty dollars per hour ($160/hr.) for all work performed within the hours of operation. Outside normal hours of operation, all unscheduled labor is billed at our Emergency/Holiday Rate of three-hundred dollars per hours. ($320/hr.)

All travel unless otherwise specified in an Order shall be billed round trip from the Technik’s offices.

1.5.                       Price Escalation

To reflect changes in supplier costs, the prices for any recurring services shall be adjusted at the start of each calendar year to include a five percent (5%) increase or the rate of CPI-U, whichever is greater, in total cost to the customer.

1.6.                       Payment; Terms

Customer will pay Technik in a timely manner the service fees set forth on each agreement or Order (as applicable) and any additional fees for add-on or one-off Services that may not be specified in an agreement or Order but were separately requested by Customer. Recurring service fees for each Service will begin to accrue on the earlier of (i) the date specified in the agreement or Order, (ii) 30 calendar days following the applicable Order start date, or (iii) as stated in the Order. Setup fees will begin to accrue on the applicable Order Start Date. Some service fees are based on use of the services and will be calculated as set out on the agreement or Order. Technik bills in advance, except for those service fees based on usage which are billed in arrears. Service fees based on usage will vary accordingly depending on Customer’s actual usage.  If the agreement or Order includes services that are billed based on the time and materials used by Technik (including any of its Affiliates or Third Party Vendors), such as professional services, then Customer acknowledges and agrees that the service fees are subject to change from the amount estimated in the agreement or Order depending on Technik’s actual time and materials used, provided that Technik will obtain Customer’s prior approval for any additional billable time that exceeds the amount described in the agreement or Order. Billable time is calculated at a minimum of one (1) hour for all onsite labor and one-half (.5) hour(s) for any offsite labor. Labor exceeding these minimums is rendered in increments of one-quarter (.25) hour(s) at the base rate specified in the agreement or Order. An agreement or Order may include fees for a Third Party Product provided by or through a Third Party Vendor, and Technik cannot guarantee that such fees will remain the same. If a Third Party Vendor increases its fees, Technik may proportionately adjust its fees after giving Customer 30 days’ prior written notice of such adjustment.

1.7.                       Billing

The Billing Cycle for each agreement or ORDER will commence on the 1st of the month. If the agreement or Order starts on a day other than the 1st of the month, Customer shall pay a pro rata portion of the monthly installment to the first day of the month. Thereafter, the Billing Cycle will recur at the frequency set forth in such agreement or Order until that agreement, Order, or the entire Customer Account expires or is terminated in accordance with this MSA.  Notwithstanding the foregoing, certain services may consist of several distinct components that will have separate billing cycles despite being on the same agreement or Order.  Unless otherwise stated in an agreement or Order, recurring service fees will be invoiced in advance at the beginning of each billing cycle, and service fees based on usage will be invoiced in arrears for Customer’s usage in the prior billing cycle.  Add-on features, if ordered separately, may be charged monthly, per the billing cycle, or per an alternate payment schedule as agreed to by Technik when Customer orders such features. Add-on features are non-refundable.

1.8.                       Taxes

Service fees exclude applicable taxes. Customer will pay all federal, state, local, provincial or other goods and services taxes assessed upon or related to Customer’s purchase of the Services (except for taxes based on Technik’s net income), unless Customer provides Technik with a valid tax exemption certificate.

1.9.                       Payment; Penalties for Late Payment

Customer shall remit payment within thirty (30) days of receipt of invoiced work hereunder from Technik.  Failure to do so will result in a late fee of two percent (2%) per month on any outstanding balance until such time as it is paid in full.  In the event Technik determines it is necessary to engage the services of a consultant, attorney, or debt collector to obtain payment from Customer for unpaid invoiced work, the Customer shall also be responsible for the payment of reasonable fees and costs incurred thereby.  Default of this Section of the Agreement also waives any right of Customer to use, access, or ownership of goods and services provided pursuant to this Agreement until such time as the Customer has cured said default.

1.10.                   Billing Dispute

Customer may dispute the service fees (in whole or in part), so long as such dispute is made in good faith and provided that Customer (i) pays all undisputed amounts on the invoice date, and (ii) provides Technik with written notice of and evidence supporting such dispute within 15 days of the Invoice Date. Technik and Customer will then attempt in good faith to resolve such dispute within 30 calendar days of Technik’s receipt of Customer’s notice and supporting evidence, provided that, in the case of any disagreement between the parties, Technik’s determination shall be final. Any disputed amount found to be properly owed to Technik will be paid within 5 days following resolution of the dispute, together with the applicable late payment interest fee on such amount accrued from the original due date for such amount.  If Customer does not provide Technik with written notice of a billing dispute before the invoice due date, then Customer will be deemed to have accepted the amounts as invoiced and will be obligated to pay such amounts.

1.11.                   Payment Methods

Technik accepts the following payment methods:

• check or money order;
• credit card (Visa, MasterCard, Discover) (Customer will be charged a processing fee); or
• bank wire or Automated Clearing House (“ACH”).

Unless stated otherwise in the agreement or Order, all service fees are in United States Dollars.

1.12.                   Estimates

Estimates of total fees for projects may be provided in an agreement or Order, but Technik does not guarantee these estimates unless so stated in the agreement or Order as a fixed fee or not-to-exceed price. Technik will, however, notify Customer in writing if it expects to substantially exceed, ten (10) percent, any estimate.  Customer will then be allowed to determine whether to continue or cancel the specific services in the agreement or Order.

1.13.                   Excessive Usage

Plans which contain “unlimited” support are intended to provide ample hours to cover a typical organization’s offsite support requirements. Customers who grossly exceed the typical amount of hours per user on average shall be responsible for the additional billable hours per the rates set forth in the agreement or Order. Technik defines excessive usage as greater than 4 hours of user generated time on average per user in a given month. For example a contract for 20 unlimited  support users, if the Customer exceeds 80 hours of Customer initiated remote support requests in one month, then the Customer shall be responsible for the excess support at rates set forth in the agreement or Order.

1.14.                   Provision of Services

Technik will provide Customer with the Services set out in each agreement or Order, subject to and in accordance with the terms of this MSA. Technik agrees to use good faith efforts to implement the Services in accordance with the applicable agreement or Order. Customer is responsible for providing Technik with all information, access (including continuous administrative access to all computers under an agreement or Order that are also under Customer’s control as part of the Services), and good faith cooperation required by Technik in order to provide the Services, including Technical Support, to Customer. If Customer refuses or fails to permit such access, Customer understands and agrees that Technik is not responsible for any malfunction or delay in the performance of the Services resulting therefrom. Technik reserves the right to physically access the Systems (including servers assigned to Customer) at any time in order to ensure the continuity of the Services. To prevent downtime caused by outdated components or malfunction of the Systems, Customer consents to (a) Technik upgrading, repairing, or otherwise replacing the Systems that are hosting Customer Data from time to time with or without notice to Customer, and/or (b) if necessary, Technik migrating Customer Data within the Systems from time to time with or without notice to Customer. Notwithstanding the foregoing, Technik will make good faith efforts to notify Customer in advance of such upgrades, repairs, replacement, or migration when such action is a planned event.

1.15.                   Third Party Vendors and Products

Technik may (at Technik’s sole discretion) provide any of the Services (in whole or in part) through a Technik Affiliate, a Third Party Vendor, or other subcontractor(s). The terms and conditions for the use of any such Third Party Products that are incorporated into the Services are passed through to Customer via this Master Services Agreement (“MSA”) where permitted by the applicable Third Party Vendor.  However, certain Third Party Vendors, such as Microsoft, Amazon, and Red Hat, require Technik to incorporate the terms and conditions for their Third Party Products into this MSA by specific reference, and such terms and conditions are included as Schedule 2 attached hereto this MSA. The foregoing is not an exhaustive list of the Third Party Products and Third Party Vendors that may be used by Technik in the course of providing the Services.  Customer acknowledges that Third Party Products may become unavailable at any time. Any mention of Third Party Products by Technik, its employees, or any third party entity related to Technik is for information purposes only and does not constitute an endorsement or recommendation by Technik.

1.16.                   Services or Systems Audit

Technik may use the access Customer provides under Section 1.14 above for the purposes of conducting or performing an audit or report (whether by Technik directly or by an authorized independent auditor) to comply with (i) any applicable statute or government regulation, or (ii) a Third Party Vendor requirement (such as in the course of a Third Party Audit).  Third Party Vendors are permitted to perform their Third Party Audits directly on the Systems (including any computer server or other hardware licensed to Customer by Technik as part of the Services) with regards to their respective Third Party Products. If Customer Data includes any software or application licensed independently by Customer from the same Third Party Vendors as used by Technik but were not included the Services ordered by Customer, Customer is solely responsible for supporting such software or application including maintaining the licenses and installing updates and upgrades to such software or application, and Technik will not be liable, for any unpaid licenses installed by Customer on the Systems that are discovered and reported in the course of a Third Party Vendor Audit.

1.17.                   Service Modifications

Technik may, at its reasonable discretion, add to, modify, remove, or re-price any particular product or Services based on factors such as unavailability or security concerns of Third Party Products.  If Technik intends to remove or make any material changes to any of the Services included on a current agreement or Order, then Technik will provide Customer with at least 30 calendar days’ prior written notice via electronic mail identifying the changes and when such changes will take effect.  Notwithstanding the foregoing, if Technik receives less than 30 days’ notice of unavailability of a Third Party Product or material changes to a service by a Third Party Vendor, Technik may implement such changes to the correlating Services with less than 30 calendar days’ prior notice to Customer.  Customer will have 14 calendar days from its receipt of the notice to notify Technik in writing of any objection to the modification.  Only if Technik is unable to accommodate Customer’s objection or implement alternatives acceptable to Customer, then Customer’s sole remedy will be to terminate the SOF or ORDER without Termination Fees.  If Customer does not provide Technik with a written objection during the notice period, then Customer will be deemed to have agreed to the changes identified in the modification notice.

1. INDEMNIFICATION, HOLD HARMLESS, AND LIMITATION OF LIABILITY

1.18.1.                        INDEMNIFICATION AND HARMLESS

The Customer shall indemnify and hold Technik, including its Directors, officers, employees, agents, and consultants, harmless from any and all liabilities, damages, claims, demands, liens, judgments, awards, costs, expenses, or other judicial or administrative proceedings, including expenses, costs, and attorneys' fees, in the defense, settlement or satisfaction thereof for any injury, death, loss or damage to persons or property of any kind whatsoever arising out of or resulting from this Agreement and/or the products or services provided hereto, including those brought by or in right of third parties.  Any remaining obligations of Technik shall be subject to the limitation of liability set forth in Section 1.18.2 herein.

1.18.2.                        LIMITATION OF LIABILITY

Technik shall not be liable to the Customer, or third parties, for 1.  any liability or damages of any kind directly or indirectly arising out of this Agreement and/or products or services provided hereunder; 2.  any incidental, consequential, or punitive damages, without limitation, arising out of this Agreement and/or products or services provided hereunder; 3.  Any cyber liability or professional liability arising out of this Agreement and/or products or services provided hereto; or 4. any other legal theory asserted for which damages are sought arising out of this Agreement and/or products or services provided hereunder.  Additionally, the liability for Technik arising out of this Agreement and/or products or services provided hereunder shall in no event exceed the amount of fees paid by the Customer to Technik in the twelve (12) months preceding the date of any alleged damages were incurred.

1.19.                   Force Majeure

Technik shall not be liable for any failure to perform obligations hereunder to the extent that such failure to perform is due to causes beyond its control, including but not limited to: hacking or other cyber-attacks, fires, acts of god, acts of a public enemy, or inability to obtain necessary materials in the market.

1.20.                   Warranty

Any warranty on products shall be limited to any that may be provided by the manufacturer and available for redemption by the Customer.

Workmanship for the work provided by Technik is herewith warrantied to be free from defects for a period of 30 days from the date of completion.

Workmanship Warranty Terms and Conditions

Warranty is subject to the following:

• Technik has been paid in full for the workmanship according to the contract or Statement of Work.
• This Warranty does not cover any damage to a person or property arising from the use of any of the products or materials furnished or any methods employed in connection with the work.
• This Warranty stands null and void if any modifications or changes are made to the products or materials used in connection with the work without the prior written consent of Technik.
• This Warranty shall only be valid if all project close-out documents have been duly received by Technik.

Exclusions

The following causes/reasons are not covered under this Warranty:

• Damage caused by negligence, intentional misuse, or failure to properly maintain the work.
• Damage is caused by conditions beyond Technik’s control, such as, but not limited to, acts of God (floods, lightning, etc.), war, civil unrest, or governmental regulation.
• Any changes or modifications to the work performed by anyone other than Technik’s authorized representatives.
• Damage caused due to racks, crazing, mold, mildew, or other fungi.
• Failure of the site to be prepared in accordance with Technik’s specifications prior to commencing work. This can include but is not limited to, unfinished construction, improper customer-supplied cabling, or unsuitable installation locations.
• This warranty does not cover any costs associated with the removal and/or reinstallation of the work.

Claims

• All claims under this Warranty must be submitted in writing within 30 days of the defect becoming apparent.
• The claim should be accompanied by Statement of Work or contract the work was performed under.
• Technik must be given a reasonable opportunity to investigate all claims and to remedy any defects found. Subsequently, Technik reserves the right to inspect the work in question and determine, in its sole discretion, whether the workmanship is defective.
• Customer understands that failure to give timely notice as set out in this clause will void this Warranty.

Resolution

In the event that a problem with the work should arise, Technik will have a reasonable time, not to exceed 1 year, to remedy the problem.

Replacement products, if required, will be of the same type, quantity, and function as the originals, unless otherwise mutually agreed.

Non-transferable

This Warranty is non-transferable and shall be void if the ownership of the installed equipment or property on which the equipment is installed is transferred to another party prior to the expiration of the warranty period.

1.21.                   Termination for Convenience

Unless otherwise stated in the agreement or Order, Customer may terminate an agreement or Order in whole or in part for convenience at any time by providing Technik with 90 calendar days’ prior written notice and payment of the applicable Termination Fee.  Termination of all agreements and Orders will be deemed a termination of the MSA in their entirety subject to the survival clauses specified therein and below.

1.22.                   Termination for Cause

Either Party may terminate this MSA and/or the agreement or Order upon written notice to the other Party, in the event that:

a.            Such other Party breaches a material obligation of the agreement or Order or this MSA and (i) such breach is not cured within 30 calendar days (or 10 business days in the case of non-payment by Customer) following the breaching Party’s receipt of written notice from the non-breaching Party, in which case such termination will be effective as of the end of such 30 calendar day period (or 10 business day period in the case of non-payment by Customer) or (ii) such breach is incurable, in which case such termination will be effective upon the breaching Party’s receipt of written notice from the non-breaching Party. Customer acknowledges and agrees that this provision will not apply to Technik’s delivery of the Services and that Technik’s sole liability and Customer’s sole remedy for any malfunctions of or defects in, or any other performance or outage issues associated with, a particular service will be the applicable SLA set forth in the Addendum or Addenda for that service;

b.            Such other Party becomes the subject of any insolvency, receivership, or bankruptcy proceeding or makes an assignment for the benefit of creditors or ceases to do business; or

c.             An event of Force Majeure has made the Services unavailable for 30 continuous days.

1.23.                   Termination

Technik may terminate this Agreement at its convenience, by notice providing thirty (30) days advance notice to Customer.  Technik shall be paid for all products and services performed up to the time of termination as set forth herein.  Technik may terminate this Agreement due to default of the Customer, including non-payment, by proving twenty-four (24) hours advance notice to Customer.  Technik shall be paid for all products and services performed up to the time of termination as set forth herein.

In the event that Technik terminates this Agreement or any particular agreement or Order pursuant to Termination for Cause-(Section 1.22.a) or Customer terminates pursuant to Termination for Convenience (Section 1.21), Customer will pay the termination fee to Technik within 5 days of the termination date. Customer acknowledges and agrees that (i) Technik uses the contractual commitments of its customers, including Customer, to make its own commitments to capacity and growth, including making significant capital expenditures, (ii) the amount of the termination fee is a reasonable approximation of the damages that Technik will suffer due to Customer’s early termination, and (iii) this provision is a material inducement to Technik entering into this MSA. In the event a termination fee is not specified, the fee shall be the prorated value of the remaining contract term.

In the event that Technik terminates this Agreement or any particular agreement or Order pursuant to Termination for Cause-(Section 1.22.a) or Customer terminates pursuant to Termination for Convenience (Section 1.21), Customer shall return all equipment that is owned or leased by Technik. This equipment includes, but is not limited to; laptop computers, wireless access points, network firewalls, and network switches. The equipment shall be in good operating condition (i.e., in a condition equal to the condition of the equipment as when it was originally delivered to the Customer, subject to normal wear, tear and usage) and returned to Technik at the Customer’s sole cost and expense.

1.24.                   Post-Termination Migration Grace Period

Subject to the remainder of this paragraph, Customer acknowledges that, upon termination of an applicable agreement or Order, all services associated with such agreement or Order (including data backup, if ordered) will immediately cease and upon termination of the MSA, all services associated with the Customer account in their entirety (including data backup, if ordered), will immediately cease.  It is Customer’s sole responsibility, and not the responsibility of Technik, to ensure that all Customer data is either retrieved prior to termination or backed up on systems other than the systems prior to the termination date. Provided that Customer was in good standing as of the termination date, Technik may, but is not obligated to, grant Customer a 60 day post-termination migration period for Customer to migrate all of Customer Data to a new services provider or to otherwise remove all Customer data from the Systems. Any such migration period must be confirmed in writing between the Parties prior to the termination date. Customer’s ordinary service fees will continue to apply during such migration period until Customer notifies Technik that Customer data has been completely migrated or the expiration of the 60 days, whichever is earlier. If any Customer data remains on the systems beyond termination or this migration period, whichever is applicable, then Technik may, at its sole reasonable discretion, (a) delete such Customer data, or (b) retain the Customer data on the systems and charge Customer the fees associated therewith, in which case Technik may delete Customer data at any time if Customer fails to timely pay such fees.  Customer acknowledges that this post-termination migration entails the actions of Customer and its new service provider and does not entail any action on Technik’s part other than providing access to the Customer data.  Upon Customer’s written request, Technik may provide reasonable migration assistance, in which case, Technik may charge (and Customer will pay in advance) the Service fees Technik ordinarily charges for migration service of the magnitude and complexity that Customer requires.

1.25.                   Suspension

In addition to any other rights or remedies available to Technik in this MSA, at law, in equity, by statute or otherwise, Technik may suspend the Services at any time upon written notice to Customer in the event and for the period of time that: (i) providing the services is prohibited by applicable law or regulation; (ii) Customer fails to pay any invoiced amount (except for an amount disputed in good faith in accordance with Section 1.10) within 30 days of the invoice date; or (iii) the services are used in violation of the policies or applicable law or regulation. In the event that Technik suspends the services pursuant to clause (ii) or (iii) above, Customer will pay all amounts for the services during the period of suspension as if no suspension had occurred.

1.26.                   Confidentiality

To the extent permitted by law, Customer shall not disclose any portion of this Agreement or any products or services provided hereunder.  To the extent Customer believes it is obligated to provide such information, Customer shall provide not less than ten (10) days advanced written notice prior to any such disclosure.

1.27.                   Succession and Assignment

This MSA will be binding on the parties, their successors, and assigns. Technik may assign, transfer, or subcontract its rights or obligations under the Agreement with written notice to Customer.

1.28.                   Severability and Waiver

If any provision of this Agreement is deemed unenforceable, then the remainder of this Agreement shall remain enforceable to the extent permitted by law.  The failure of Technik to require performance of any provision hereto shall not affect Technik’s ability to require such performance at any time thereafter, and shall not constitute a waiver of any future breaches of this Agreement.

1.29.                   Rights and Ownership in Intellectual Property and Data

Without limitation and to the extent permitted by law, any information, know-how, data, results, and/or inventions(s); and any associated intellectual property that is made, discovered, created, invented, generated, or used; in any of the activities or work under this Statement of Work, become and/or remain the exclusive property of Technik.  This Agreement creates a limited license to use the goods and services set forth herein which shall terminate with the termination of this Statement of Work.

1.30.                   Protected Health Information

If Customer uses, transmits, or otherwise handles any information related to an individual’s past, present, or future physical or mental health condition, any treatment for that condition, and any payment for that treatment which information identifies the individual or could reasonably be used to identify the individual (such information referred to as “Protected Health Information” or “PHI”), then Customer will: (a) inform Technik in writing of Customer’s intended use of the Services for PHI, (b) comply with all requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing rules and regulations, (c) comply with all requirements of the Health Information Technology for Economic and Clinical Health Act, codified at 42 U.S.C. §§17931-17953 (“HITECH”) and its implementing rules and regulations, and (d) execute, as between Customer and Technik, a Business Associate Agreement as mandated by HIPAA and HITECH (on Technik’s standard form), whereby Customer is the covered entity and Technik is the business associate or whereby Customer is the business associate and Technik is the subcontractor if Customer is the service provider of a covered entity (as the terms “covered entity”, “business associate”, and “subcontractor” are defined by HIPAA and HITECH).  In addition to Customer’s indemnification obligations under this MSA, Customer will further indemnify Technik (including Technik’s Representatives) from and against any Claims against Technik or Losses incurred by Technik that result from: (i) Customer’s breach of or misrepresentation with respect to Customer’s obligations regarding Protected Health Information, or (ii) Customer’s breach of HIPAA, HITECH, or any other relevant statute.  Unless Technik and Customer have executed a Business Associate Agreement, Customer hereby represents that Customer will not store or transfer any protected health information using the Services.

1.31.                   Covenant Not to Hire

The Customer does covenant and warrant that, during the period of the work contemplated in this Agreement, and for a period of one year after the completion or termination of the Agreement, Customer will not directly or indirectly solicit, employ or retain in any capacity, or directly or indirectly offer to employ or retain in any capacity, any personnel of Technik who are working or have worked on the Agreement.

1.32.                   Non-Restriction

Nothing within this Agreement shall be construed to limit the ability of Technik to provide the same, similar, or other services to any customer without limitation, regardless of whether they are deemed to be competitors with Customer.

1.33.                   Headings

The headings to Articles, Sections, and Subsections in this Agreement are solely for convenience of reference.

1.34.                   Notices

All notices regarding this Agreement shall be in writing and served personally upon the signatories hereto, or by certified mail, return receipt requested, to the individuals and addresses set forth below.