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Service Addendum. This means that any
<br />such claim or action will be heard by and
<br />tried before a judge.
<br />20. No Third Party Beneficiaries
<br />This Master Agreement and each Service
<br />Addendum are for the benefit of the Parties
<br />hereto and thereto and are not intended to
<br />confer any rights or benefits on any third party,
<br />including, without limitation, any employee,
<br />prospective employee, agent, or shareholder of
<br />Client, and the Parties agree that no other
<br />person or entity shall have or acquire any right
<br />by virtue of this Master Agreement or any
<br />Service Addendum. The foregoing
<br />notwithstanding, the affiliates of Barada are
<br />hereby expressly made third party beneficiaries
<br />of this Master Agreement.
<br />21. Survival
<br />The provisions of the following sections of this
<br />Master Agreement shall survive any termination
<br />or expiration of this Master Agreement:
<br />Sections 2, 11, 16, 17, 19, 20, 21, 31, 32, and
<br />33.
<br />22. Binding Nature and Assignment
<br />Neither Party may assign or transfer this Master
<br />Agreement or any rights or obligations under this
<br />Master Agreement or any Service Addendum
<br />without the prior written consent of the other
<br />Party, which may be withheld at that Party's sole
<br />discretion. This Master Agreement and each
<br />Service Addendum will bind and inure to the
<br />benefit of the Parties and their respective
<br />successors and permitted assigns.
<br />23. Preservation of Rights
<br />The exercise of any rights of enforcement or
<br />other remedies stated herein shall not preclude,
<br />or be deemed a waiver of, any other
<br />enforcement rights or remedies available to
<br />either Client or Barada under law or otherwise,
<br />and each of Client or Barada expressly reserves
<br />its rights in respect of such additional rights and
<br />remedies.
<br />24. Additional Documents
<br />The Parties hereto agree to execute any
<br />additional documents reasonably required to
<br />effectuate the terms, provisions and purposes of
<br />this Master Agreement and each Service
<br />Addendum.
<br />25. Counterparts
<br />This Master Agreement and each Service
<br />Addendum may be executed in one or more
<br />counterparts, each of which shall be deemed to
<br />be an original, and all such counterparts
<br />together shall constitute one and the same
<br />instrument and may be sufficiently evidenced by
<br />one counterpart. Execution of this Master
<br />Agreement at different times and places by the
<br />Parties hereto shall not affect the validity hereof.
<br />26. Captions
<br />The captions in this Master Agreement and each
<br />Service Addendum are solely for convenience of
<br />reference and shall not be given any effect in the
<br />construction or interpretation of this Master
<br />Agreement or any Service Addendum.
<br />27. Representation of Authority
<br />Client hereby represents and warrants to Barada
<br />that this Master Agreement, each Service
<br />Addendum and/or Local Country Agreement has
<br />been duly executed and delivered by Client and
<br />that this Master Agreement, each Service
<br />Addendum and Local Country Agreement
<br />constitute a legal, valid and binding obligation of
<br />Client, enforceable against Client in accordance
<br />with its terms. Furthermore, the person
<br />executing this Agreement: (i) read and
<br />understands Client's obligations and duties
<br />hereunder, (H) has direct knowledge of the facts
<br />and representations made by Client under this
<br />Agreement; and (iii) has the authority to sign this
<br />Agreement on behalf of Client. Barada hereby
<br />represents and warrants to Client that this
<br />Master Agreement, each Service Addendum
<br />and/or Local Country Agreement has been duly
<br />executed and delivered by Barada and that this
<br />Master Agreement, each Service Addendum
<br />and/or Local Country Agreement constitutes a
<br />legal valid and binding obligation of Barada,
<br />enforceable against Barada in accordance with
<br />its terms, except as such enforceability may be
<br />limited by bankruptcy, insolvency or similar laws
<br />and equitable principles relating to or affecting
<br />the right of creditors generally from time to time
<br />in effect.
<br />28. Entire Agreement
<br />This Master Agreement, including any Scope of
<br />Work, Service Addendum, Local Country
<br />Agreement, exhibit, or other document attached
<br />hereto, constitutes the final, entire, and
<br />exclusive agreement between the Parties with
<br />respect to the subject matter contained herein
<br />and therein. There are no representations,
<br />warranties, understandings or agreements
<br />among the Parties with respect to the subject
<br />matter contained herein and therein, which are
<br />not fully expressed in the Master Agreement,
<br />Service Addendums, Local Country Agreement
<br />and the exhibits attached hereto and thereto.
<br />This Master Agreement, Service Addendums,
<br />Barada Master Service Agreement
<br />Confidential and Copyright 2017 Barada Associates Inc.
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