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unreasonably withheld or delayed, provided, however, Depositor may, without the prior written consent of Iron
<br />Mountain, assign this Agreenicut in its entirety to the surviving entity of any merger or consolidation or to any
<br />purchaser of substantially all of the Depositor's assets. zron Mountain shall have no obligation in performing this
<br />Agreement to recognize any successor or assign ofDepositor or Beneficiary unless Iron Mountain receives clear,
<br />authoritative and conclusive written evidence of the change of parties. No assignment of this Agreement by Iron
<br />Mountain or any rights or obligation of Iron Mountain under this Agreement is permitted without the written consent
<br />of Depositor, which shall not be unreasonably withheld or delayed, provided, however, that Depositor's consent shall
<br />not be required for any assignment ofthis Agreement to an Iron Mountain subsidiary or other Iron Mountain entity.
<br />(k) Severability. Litt the event any of the terms of this Agreement become or are declared to be illegal or otherwise
<br />unenforceable by any court of competent jurisdiction, such term(s) shall he null and void and shall be deemed deleted
<br />from this Agreement. All remaining terms of this Agreement shall remain in frill force and effect. If this paragraph
<br />becomes applicable and, as a result, the value of this Agreement is materially impaired for any Party, as determined by
<br />such Party in its sole discretion, then the affected Party may terminate this Agreement by written notice to the others.
<br />(l) bndepemdent Contractor Relatiotzs. Depositor and Beneficiary understand, acknowledge, and agree that iron
<br />MountahCs relationship with Depositor and Beneficiary will be that of an independent contractor and that nothing in
<br />this Agreement is intended to or should be construed to create a partnership, joint venture, or employment
<br />relationship.
<br />(m) Attorneys' Fees. In any suit or proceeding between the Parties relating to this Agreement the prevailing Party will
<br />have -the right to recover from the other(s) it's costs and reasonable fees and expenses of attorneys, accountants, and
<br />other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal,
<br />separately from and in addition to any other amount included in such judgment.. This provision is intended to be
<br />severable from the other provisions of this Agreement, and shall survive and notbe merged into any such judgment.
<br />(n) No Agency. No Party has the right or authority to, and shall not, assume or create any obligation of any nature
<br />whatsoever on behalf of the other Parties or bind the other Parties in any respect whatsoever.
<br />(o)joispIges. Any dispute, difference or question relating to or arising among any of the Parties concerning the
<br />construction, meaning, effect or implementation of this Agreement or the rights or obligations of any Party hereof will
<br />be submitted to, and settled by arbitration by a single arbitrator chosen by the corresponding Regional Office of the
<br />American Arbitration Association in accordance with time Corntnereial Rules of -die American Arbitration Association.
<br />The Parties in dispute shall submit briefs of no more than ten (10) pages and the arbitration bearing shall be limited to
<br />two (2) days maximum. The arbitrator shall apply Texas law. Unless otherwise agreed by the Parties, with agreement
<br />by iron Mountain not to be unreasonably withheld, arbitration will take place in Dallas, Texas, U.S.A. Any court
<br />having jurisdiction over the matter may enterjudgment on the award of the arbitrator. Service of a petition to confirm
<br />the arbitration award may be made by regular mail or by commercial express mail, to the attorney for the Party or, if
<br />unrepresented, to the Party at the last known business address. if however, Depositor andlor Beneficiary refuge to
<br />submit to arbitration, the matter shall not be submitted to arbitration and Iron Mountain may submit the matter to any
<br />court of competent jurisdiction for an interpleader or similar action. Unless adjudged otherwise, any costs of
<br />arbitration incurred by Iron Mountain, including reasonable attorney's fees and costs, shall be divided equally and.
<br />paid by Depositor and Beneficiary.
<br />(p) Re ations. All Parties are responsible for and warrant, to the extent of their individual actions or omissions,
<br />compliance with all applicable laws, rules and regulations, including but not limited to: customs laws; import; export
<br />and re-export laws; and government regulations of any country from or to which the Deposit Material may be.
<br />delivered in accordance with the provisions of this Agreement.
<br />(q) No Third Pgrty Rights. This Agreement is made solely for the benefits of the Parties to this Agreement and their
<br />respective permitted successors and assigns, and no other person or entity shall have or acquire any right by virtue of
<br />this Agreement unless otherwise agreed to by all the parties hereto.
<br />(r) Entire A reememmtI The Parties agree that this Agreement, which includes al I the Exhibits attaicbed hereto and all valid
<br />Work Requests submitted by the Parties, is the complete agreement between the parties hereto conoerning the subject
<br />matter of this Agreement and replaces any prior or contemporaneous oral or written communications between the
<br />Parties. There are no conditions, uxrderstandings, agreements, representations, or warranties, expressed or implied,
<br />which are not specified herein. Each of the parties herein represents and warrants that the execution, delivery, and
<br />performance of this Agreement bas been duly authorized and signed by a person who meets statutory or other binding
<br />approval to sign on behalf of its business organization as named in this AgreemmnG This Agreement may only be
<br />modified by mutual written agreement of the Parties.
<br />(s) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but
<br />all ofwhicb together shall constitute one instrument.
<br />M3P D Rev, 06/01108 02008 Iron Mountain incorporated, Page 5 of 13
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