Master Services Agreement - Crowe Horwath LLP

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23. No Construction Against Drafter. The parties acknowledge that each has participated, and each has been represented by counsel, in preparation and execution of this Agreement and any applicable SOW, and for purposes of the rule of contract interpretation that construes a document against its drafter, neither Client nor Crowe nor their respective counsel will be considered the drafter of this Agreement or any SOW. Each party represents to the other that it has carefully read this Agreement, will carefully read each SOW, understands the Agreement's binding effect, and that it is voluntarily entering into this Agreement and each SOW. 24. Headings. The headings in this Agreement are for reference only and are not intended to be a part of or to affect the meaning, application or interpretation of this Agreement or any portion thereof. 25. Severability. The provisions of this Agreement will be severable and, if any provision of this Agreement is held or declared to be illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability will not affect any other provision hereof, and the remainder of this Agreement, disregarding such invalid portion, will continue in full force and effect as though such void provision had not been contained in it if the rights and obligations of the parties contained herein are not materially prejudiced and the intentions of the parties continue to be effective. 26. Waiver. No provision of this Agreement will be deemed waived, unless such waiver will be in writing and signed by the party against which the waiver is sought to be enforced. The waiver will not be construed to be a waiver of any succeeding breach of any such provision, a waiver of the provision itself, or a waiver of any other provisions of this Agreement. No delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have under this Agreement will operate as a waiver of any breach or default. 27. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or will be construed to confer upon any person other than the parties hereto any right, remedy or claim under or by reason of this Agreement. 28. Entire Agreement. This Agreement and any SOWs attached hereto contain the entire understanding between the parties with respect to the subject matter hereof and supersede all previous written or oral understandings, agreements, negotiations, commitments, or any other writing or communications with respect to such subject matter. 29. Non -Reliance. Client acknowledges that (a) there are no representations or warranties other than those expressly set forth in this Agreement; and (b) it has not relied or will rely in respect of this Agreement or the Services contemplated hereby upon any document or written or oral information previously furnished to it, other than this Agreement, including the Exhibits hereto. Crowe will not have or be subject to any liability to Client or any other person resulting from the distribution to Client, or Client's use of, any information not contained in this Agreement. 30. Written Modifications. This Agreement (and any SOWs) may not be changed or modified except through a written and properly executed instrument in writing entered into by duly authorized representatives of the parties. 31. Counterparts. This Agreement or any SOW may be executed in two or more actual or electronically copied counterparts, all of which together will be one and the same instrument and all of which will be considered duplicate originals. Signatures transmitted and received via facsimile, email, or other means of transmission will be treated for all purposes of this Agreement as original signatures and will be deemed valid, binding and enforceable by and against all parties. Transmitted copies (reproduced documents that are transmitted via scanning, email, photocopy, facsimile or a process that accurately transmits the original) will MSA Page 10 of 14