Terms

STRIKE STANDARD R&D TAX CREDIT STUDY TERMS & CONDITIONS

EFFECTIVE: December 2023

These Strike Standard Terms and Conditions (this “Agreement”) is incorporated by reference into the Service Order identifying the services that Strike will provide to you (the “Service Order”), and together with the Service Order and its attachments, governs all services identified in the Service Order (the “Services”). You and STRIKE are each a “Party.” Please read this Agreement carefully before signing the Service Order or using our Services. By accepting the Service Order or asking us to begin work on the Services, you accept and agree to be bound by this Agreement as well.

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1.  Services and Limitations.

• 1.1. Scope of Services. Services are limited to those described in the Service Order. We are not obligated to provide any Services other than those described in the Service Order. 
• 1.2. STRIKE Fees. You agree to pay the “STRIKE Fees” as provided in the Service Order and this Agreement. 
• 1.3. Definitions

•     1.3.1. Capitalized but undefined terms used in this Agreement have the meaning set forth in the Service Order. The terms “Strike,” “we,” “our,” “us,” “you,” and “your,” shall have the meanings provided in the Service Order.
•     1.3.2. “Final Calculations” means the completed federal and state forms (as applicable) necessary to claim a Tax Benefit.
•     1.3.3. “Final Report” means a written report containing information deemed appropriate by Strike to substantiate the Final Calculations, which may include a description of the process used for calculating the Tax Benefit, the evidence relied upon, and other     information at Strike’s sole discretion.
•     1.3.4. “Tax Benefit” means any refund, tax credit, or offset of any tax liability, whether under state or federal law, or any portion thereof, identified in, or claimed in accordance with a Tax Study.
•     1.3.5. “Tax Study” means the Services performed and Work Product generated by Strike to claim a Tax Benefit in one or more tax years. A Tax Study may cover fewer than all the tax years within the scope of the Service Order and/or renewal terms under Section     6.2.
•     1.3.6. “Term” means the term specified in the Service Order and any renewal terms occurring pursuant to this Agreement until the Service Order and this Agreement are terminated in accordance with the Service Order and this Agreement (the “Term”).
•     1.3.7. “Work Product” means any deliverables generated by Strike while performing the Services, including the Final Calculations, a credit release letter, and any Final Reports.

• 1.4. No Tax Preparation. Services do not include the preparation of original or amended tax returns or the finalization or filing of the tax forms necessary to claim any Tax Benefit calculated in any Work Product. Client, at all times, shall be responsible for filing any and all federal and state tax returns, tax forms, and associated schedules. ​​
• 1.5. Work Product. Delivery of Work Product shall be governed by the Service Order and this Agreement. The supporting schedules, forms, and supporting documentation will be included with the Final Calculations to the extent deemed necessary by Strike to support the Final Calculations in Strike’s sole discretion. If Strike generates a Final Report for you, it shall deliver it to you upon receiving reasonable confirmation that you have utilized at least 25% of the total calculated Tax Benefit and that it has received payment of at least 25% of the STRIKE Fees owed for the study.

2. Information, Cooperation, and Communication.

• 2.1. Records Maintenance. Client agrees to maintain true, accurate and complete documentation, records, and other pertinent information relating to Client’s business and finances, including, but not limited to, Client’s federal and state tax returns and tax forms (including without limitation quarterly Form 940/941, Form 8974, and annual Forms 1120, 1120S, 1065, 1040, and/or other state, corporate, and personal tax forms, and any amended tax forms), financial statements, accounting documents, payroll records, general ledger, and records of Client’s true and accurate application for any tax credits, refunds, or deductions pursuant to this Agreement (collectively “Client Financial Information”) during the term specified in the Service Order until the Service Order and this Agreement are terminated in accordance with the Service Order or this Agreement (the “Term”).
• 2.2. Accuracy of Client Financial Information. As a condition of our Services, we are entitled to assume, and we do assume, without independent verification, the accuracy and veracity of your Client Financial Information, which also includes any information provided by you or your agents.
• 2.3. Duty to Cooperate. Client shall provide reasonable cooperation to STRIKE to facilitate STRIKE’s performance of the Services, including without limitation promptly providing Client Financial Information. The duty to provide Client Financial Information shall extend throughout the Term and until the STRIKE Fees are paid in full. Client also agrees that it will cause its members, owners, shareholders, and other rights holders, as well as its bookkeepers, accountants, CPAs, financial advisors, attorneys, and other consultants (collectively “Client Representatives”) to provide documentation necessary to perform Services in subsequent tax years or reporting periods and until STRIKE Fees are paid in full. Client agrees and acknowledges that STRIKE may contact any of Client’s Representatives at any time without prior notice in the course of providing the Services and Client shall make the Client Representatives reasonably available to provide cooperation, information, and documentation requested by STRIKE. Client acknowledges that this obligation is part of its duty to cooperate and is part of the consideration owed to STRIKE in exchange for the Services.

3. Mutual Confidentiality and Limitations.

• 3.1. Each Party to this Agreement may disclose Confidential Information (“Discloser”) to the other Party (“Recipient”) pursuant to this Agreement. Neither Party shall disclose the other Party’s Confidential Information to any person other than its employees, officers, directors, affiliates, agents, counsel, representatives, and contractors who are bound by obligations of confidentiality, and who have a need to know such information in order to perform their obligations in connection with the Services. Each Party may only use the other Party's Confidential Information as permitted to perform its respective obligations under this Agreement.
• 3.2. “Confidential Information” means all financial and accounting information, financial statements, budgets, business plans, prices and costs, business forecasts and strategies, marketing plans, customer and supplier lists, nonpublic personnel information, and proprietary information of third-parties provided to Recipient in confidence relating to the Discloser or its products, including, but not limited to: product concepts and designs; technologies and development efforts; business, financial, marketing, manufacturing processes, and procedures; or those of any other third-party from whom the Discloser receives information on a confidential basis - whether written, graphic, or oral - furnished to the Recipient directly or indirectly by, or on behalf of, the Discloser; or obtained or observed by the Recipient during the Term of this Agreement.
• 3.3. Confidential Information does not include (i) information that is now in the public domain or subsequently enters the public domain, and is generally available without fault on the part of Recipient; (ii) information that is presently known by Recipient by its own sources as evidenced by Recipient’s prior written records; (iii) information disclosed to Recipient by a third-party legally and contractually entitled to make such disclosures; or (iv) information required to be disclosed by a court of competent jurisdiction.
• 3.4. In the event either Party receives a request from a third-party (including a subpoena, summons, or discovery demand in litigation) seeking the production of Confidential Information, said Party will undertake commercially reasonable efforts to promptly notify the Discloser to afford the Discloser the opportunity to seek, at Discloser’s sole cost and expense, a protective order or other remedy.
• 3.5. Notwithstanding the foregoing and for the avoidance of any doubt, pursuant to U.S. Treasury Regulation §1.6011-4(b)(3), no limitation is placed upon the Client with respect to the disclosure of the tax treatment of any transaction or matter contemplated by this Agreement.

4. STRIKE Shield^TM Audit Protection Limited Warranty. 

• 4.1. Limited Warranty. We warrant that:

•     4.1.1. You will not receive an Information Document Request, inquiry, audit, or other challenge from a taxing authority to any Tax Benefit claimed in strict accordance with our Work Product (each a “Challenge”).
•     4.1.2. All Tax Benefits claimed in strict accordance with the Work Product we deliver will be accepted by the relevant taxing authority if you timely and correctly file it.

• 4.2.  Audit Support Guarantee. Provided that the STRIKE Fees have been paid in full, in the event you receive a Challenge, we will provide unlimited support to you and your tax representatives in gathering information, responding to, and resisting such Challenge (the “AuditSupport Guarantee”). STRIKE’s obligation to provide the Audit Support Guarantee in this Subsection 4.2 is conditioned upon, and required only to the extent of, Client providing notice to STRIKE of the Challenge that is reasonably sufficient to allow STRIKE to provide such support. The Audit Support Guarantee in this Subsection 4.2 is the sole and exclusive remedy for a breach of the warranty contained in Subsection 4.1.1 above.
• 4.3. Fee Guarantee. Provided that the STRIKE Fees have been paid in full, in the event that the IRS or any state tax authority rejects a Tax Benefit claimed by you consistently with and in strict accordance with our Work Product, STRIKE will reduce or refund its fees for preparation of the relevant Work Product in proportion to the amount of the Tax Benefit that was denied (the “Fee Guarantee”). STRIKE’s obligation to provide the Fee Guarantee is conditioned upon: (a) Client providing notice of the relevant Challenge to provide STRIKE a reasonable opportunity to evaluate and respond to the Challenge; and (b) Client providing cooperation and support to STRIKE in responding to such Challenge as reasonably by STRIKE. This Fee Guarantee is the sole and exclusive remedy for a breach of the warranty contained in Subsection 4.1.2 above.
• 4.4. Accuracy of Client Financial Information. If STRIKE determines at any time that the Client Financial Information is inaccurate or incorrect, or if Client fails to cooperate with STRIKE as required by this Agreement, STRIKE’s requirement to provide any warranty or remedy provided in this Section 4 is voidable in STRIKE’s sole discretion without penalty or further liability to STRIKE.
• 4.5. Duration of Warranty. STRIKE’s obligations to observe any warranties for breach of any warranty with respect to Work Product incorporated into a tax filing shall terminate on the three (3) year anniversary of Client’s submission of such tax filing to the relevant tax authority. For the avoidance of doubt, the warranty period for the limited warranties described in this Section 4 runs for three (3) years from the submission of a tax filing to the relevant tax authority. This Subsection 4.5 does not prescribe a statute of limitation to bring a civil action for breach of warranty other than what is prescribed by applicable law.
• 4.6. Liability Exclusive. Subsections 4.2 and 4.3 set forth STRIKE’s sole and exclusive liability to Client related to any losses resulting from STRIKE’s Services or Work Product, including without limitation, breach of the limited warranty described in this Section 4.
• 4.7. STRIKE MAKES NO WARRANTIES EXCEPT FOR THOSE PROVIDED IN THIS SECTION 4. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY EXPRESSLY DISCLAIMED. NO OTHER REMEDIES FOR BREACH OF THE ABOVE EXPRESS WARRANTIES SHALL BE PROVIDED EXCEPT AS EXPRESSLY STATED IN THIS SECTION 4.

5. Payment of STRIKE Fees and Expenses. 

• 5.1. General. STRIKE will invoice Client for the STRIKE Fees in accordance with the Service Order, subject to the terms and conditions in this Section 5.
•     5.1.1. STRIKE will submit to you an invoice upon delivery of the Work Product necessary to claim the relevant refund or credit.
•     5.1.2. Each invoice shall be paid within 15 days from the date of the invoice, regardless of when or if the Tax Benefits are claimed, presented to a taxing authority, or realized.
•     5.1.3. Upon request by Client, STRIKE may in its sole discretion invoice Client Owners individually for their share of the STRIKE Fees, but doing so shall not release, diminish, discharge, or delay Client’s obligation to pay the STRIKE Fees due and owing for any of the Services, regardless of whether the benefit of such Services inure to Client or any Client Owners.

• 5.2. Failure to Cooperate. Client acknowledges that providing the Services requires extensive expertise and detailed work, the value of which is impracticable to quantify if STRIKE does not receive the Client Tax Information or other assistance it needs from the Client to complete its Work Product. If Client fails to cooperate with STRIKE after STRIKE begins work on the Services such that STRIKE is reasonably prevented from delivering the Final Calculations, a Final Report, or other Work Product, STRIKE may, in its sole discretion, terminate the Service Order and this Agreement and invoice for all Strike Fees is due upon receipt.
• 5.3. Right to Suspend or Terminate Services. Without penalty or limiting its rights or remedies, STRIKE shall have the right to suspend or terminate Services (e.g., STRIKE Shield^TM Audit Protection Limited Warranty) and/or withhold any Work Product or documentation (e.g., Final Calculations or Final Report) until the STRIKE Fees that owed are fully paid, together with any interest or other charges thereon.

• 5.4. Invoice Payment Due Date. Except as expressly stated elsewhere in this Agreement, invoices shall be due and payable within 15 days of the invoice date.

• 5.5. Interest on Balances. All past-due balances shall bear interest at the lesser of: (a) 1.5% per month calculated daily and compounded monthly; and (b) the highest rate permissible under applicable law. Client shall reimburse STRIKE for all costs incurred in collecting any late payments or otherwise enforcing its rights or remedies under this Agreement, including without limitation, attorney fees, expert-witness fees, and court costs.

6. Term and Termination. 

• 6.1. In General. The Term of the Agreement is as set forth in the Service Order, and Client’s obligations, including payment obligations, continue until the STRIKE Fees are paid in full.
• 6.2. Automatic Renewals. Unless otherwise expressly stated in the Service Order, the Term shall automatically renew for tax years or tax quarters subsequent to the original Term as stated in the Service Order. Client may opt out of the automatic renewal by responding to the applicable Renewal Notice within 30 days of service of the Renewal Notice indicating Client’s intention to opt out. Opting out of automatic renewal under this Section 6.2 does not terminate the Term or otherwise abrogate Client’s obligations under the Service Order or this Agreement.
• 6.3. Termination for Cause. Either Party may terminate this Agreement for cause, which shall mean any material breach by the other Party and the continuation of such breach for a period of thirty (30) days after written notice thereof from the non-breaching Party to the breaching Party.
• 6.4. Termination by Strike. STRIKE may terminate this Agreement, or the applicable Service Order(s), immediately upon written notice to Client if STRIKE determines in its sole, professional judgment any of the following: (i) after consultation with Client, the amount of the Tax Benefits for which Client is eligible for in any tax year is nominal in relation to the amount of Services required, in which case, no STRIKE Fees would be owed with respect to that tax year; (ii) STRIKE is unable to complete the Services in accordance with applicable law or professional standards as determined in its sole professional judgment, in which case, no STRIKE Fees would be owed for the relevant tax year(s); (iii) Client has failed to provide the Client Financial Information or cooperation necessary for successful performance of the Services as required by this Agreement; or (iv) any STRIKE invoice, or any portion thereof including interest, becomes 45 or more days past due.
• 6.5. Controlled Group. In the process of providing the Services, STRIKE may uncover a group of affiliated entities or persons, including without limitation a “controlled group” as defined in Section 414 or 1563(a) of the Internal Revenue Code (and their related Treasury Regulations), for whom STRIKE may deem it advisable in its sole professional discretion to provide work product in order to complete the Services or to maximize the benefits of the Services for Client (each a “Controlled Group”). If STRIKE discovers a Controlled Group in the course of providing Services, it may, in its sole professional discretion, cease providing the Services until Client and STRIKE implement new agreement(s) reasonably acceptable to STRIKE to provide services to or on behalf of the Controlled Group. If such further arrangements cannot be promptly agreed upon, STRIKE reserves the right to terminate this Agreement without further obligation or liability.
• 6.6. Effect of Fault Termination. In the event the Agreement is terminated by STRIKE pursuant to Subsections 6.3, 6.4(iii) or (iv), or 6.5 (except as noted), or if Client wrongfully terminates the Agreement (each a “Fault Termination”), the Services will be deemed to be completed upon written notification of termination (regardless of the extent of Services performed as of the notification date) and Client will be obligated to compensate STRIKE as if the entire Study has been completed based on information available to STRIKE at the time. For the avoidance of doubt, in the event of a Fault Termination, the entire STRIKE Fees based on the Client Financial Information available to STRIKE on the effective date of the Fault Termination will become immediately due and shall be paid by Client.
  

7. Intellectual Property.

• 7.1. Ownership of IP. Each Party will own all right, title, and interest, including, without limitation, all IP Rights relating to its IP Works. Except to the limited extent expressly provided in this Agreement, neither Party grants, nor will the other Party acquire, any right, title, or interest (including, without limitation, any implied license) in or to any IP Works of the other Party. Each Party will not copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble, or reverse engineer any of the other party’s IP Works for any purpose whatsoever.

•     7.1.1. “IP Rights” means all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other Confidential Information, trade dress, trade names, logos, corporate names and domain names, together with all the goodwill associated therewith, derivative works, and all other rights worldwide under the laws of any jurisdiction.
•     7.1.2. “IP Works” means any proprietary information (including trade secrets) relating to each Party’s respective IP Rights as owned (or licensed) by such Party from time to time.

• 7.2. IP Delivered or Produced Under This Agreement. IP Rights in and to all Work Product that are delivered to you under this Agreement or prepared by or on behalf of us in the course of performing the Services, except for any of your Confidential Information or Client Financial Information, shall be owned by us. We provide you a license to use the IP Rights in the Work Product free of additional charge and on a non-exclusive, nationwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary for you to make reasonable use of the Work Product and the Services. Except for filing actual tax returns and forms pursuant to this Agreement, Client shall not retain, disseminate, or distribute any of the Work Product without STRIKE’s written consent.
• 7.3. Strike Trade Secrets. For the avoidance of doubt, Client acknowledges the proprietary nature of STRIKE’s calculation models, questionnaires, software, processes, formulae, and know-how; each of which qualifies as IP Rights to the extent embodied in any Work Product or other material Client receives from STRIKE.

8. Relationship of the Parties. 

• 8.1. No Partnership. STRIKE’s relationship with Client is that of an independent contractor. Nothing in this Agreement will be construed to create a joint venture, agency, partnership, or employer-employee relationship.
• 8.2. No Agency. STRIKE is not an agent of Client and, without limitation, has no power to legally bind Client with respect to any matters connected with a presentation to any taxing authority or any of their officers or employees, relating to Client’s rights, privileges, or liabilities under laws or regulations administered by the IRS or other taxing authority. Our services are provided solely to assist you and your tax practitioner.
• 8.3. No Assignment. STRIKE will render Services through and under the supervision of its personnel in accordance with the terms and conditions of this Agreement. STRIKE will not assign this Agreement to any third-party without Client’s express written consent, except in the event of a STRIKE change of control or material asset sale. Without limiting the foregoing, any express or implied warranties of fitness for a particular purpose, merchantability, warranties arising by custom or usage in the profession, and warranties arising by operation of law are expressly disclaimed.

9. DISCLAIMERS

• 9.1. No Implied Warranties or Representations. We make no representations or warranties except as expressly provided above in Section 4.
• 9.2.  Client Acknowledgments. Client acknowledges that:

•     9.2.1. STRIKE is not an enrolled IRS agent, actuary, or retirement plan agent, and is not otherwise registered as a tax return preparer with the IRS or any other taxing authority;
•     9.2.2. Although a STRIKE Certified Public Accountant (CPA) or Enrolled Agent (EA) may be involved in providing the Services, STRIKE does not practice or represent Client before the IRS or any other taxing authority;
•     9.2.3. STRIKE does not offer legal services and no attorney-client relationship exists between STRIKE or any of STRIKE’s attorneys and Client;
•     9.2.4. The results of STRIKE’s tax assistance and/or the contents of the Work Product are not binding on tax authorities or the courts;
•     9.2.5. Except as expressly stated in Section 4, above, STRIKE does not represent, warrant, or guarantee that the taxing authorities or the courts will agree with STRIKE’s advice or opinions, which may become the subject of a Challenge or audit by the taxing authorities; and
•     9.2.6. The Services are based on federal and/or state tax law in effect at the time of delivery of Work Product as we understand it. Changes in tax law are out of our control and may affect our Services as well as the validity of Work Product. We are under no obligation to communicate changes in tax law to you after delivery of Work Product or to issue amended Work Product to reflect     such changes.

10. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT, CLIENT AND STRIKE AGREE THAT NEITHER PARTY, NOR THEIR OWNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, PERSONNEL, OR AGENTS (THE (“RELATED PARTIES”), SHALL BE LIABLE TO THE OTHER OR TO THE OTHER’S RELATED PARTIES, FOR ANY CLAIMS, LIABILITIES, OR EXPENSES RELATING TO THIS AGREEMENT IN EXCESS OF THE TOTAL FEES AND EXPENSES PAID TO STRIKE BY THE CLIENT UNDER THE SERVICE ORDERS) RELEVANT TO A DISPUTE BETWEEN THE PARTIES, MINUS ANY LEGAL FEES OR EXPENSES, IF ANY, INCURRED BY THE PARTY AGAINST WHOM DAMAGES ARE CLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, LOST OPPORTUNITY OR PROFITS, ECONOMIC LOSS, OR SIMILAR DAMAGES, EVEN IF THE OTHER PARTY HAS BEEN APPRISED OF THE POSSIBILITY THEREOF.

11. Indemnification. Each Party shall defend, indemnify, and hold harmless the other Party(ies) and their Related Parties from and against all claims of third parties, and all associated losses, to the extent arising out of the indemnifying Party’s (i) gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (ii) a material breach by the indemnifying Party of any of its representations and warranties under this Agreement. Client agrees to hold STRIKE harmless from and against any liability, and be responsible for any expenses (including attorney fees, court costs, costs incurred by outside advisors, and any other related costs).

12. Notice. Any formal notice required under this Agreement shall be in writing and shall be sent to the Party c/o individual signatories listed in the Service Order. Notices shall be effective when received and shall be sent by email, certified or registered mail (return receipt requested), or via overnight courier to the signatories. Each Party shall acknowledge receipt of such notice to the other Party(ies) within seven (7) days, but a Party’s failure to do so does not bear on said Party’s receipt of notice.

13. JURY TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY EXPRESSLY WAIVE THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING FROM OR RELATING TO THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT ISSUES SURROUNDING SUCH DISPUTES WILL INVOLVE COMPLEX ISSUES OF FACT AND COMMERCIAL LAW.
14. Non-Interference with Business. 

• 14.1. The Parties covenant not to directly or indirectly solicit or attempt to solicit, using any form of oral, written, or electronic communications, the current customers of the other Party for a period of 24 months following the termination or expiration of this Agreement for the purpose of offering goods or services competitive with those offered by the other Party.
• 14.2. For a period of 18 months following the termination or expiration of this Agreement, the Parties covenant not to directly or indirectly solicit or hire for their own benefit or the benefit of any other person/entity (or to attempt to), any current employee or contractor of the other Party.

15. Limited Publicity. STRIKE shall be permitted to use Client’s pre-approved logo(s) and publish in summary form the nature of the Service performed for Client and/or the approximate total amount of Tax Benefit calculated by STRIKE for the sole purpose of advertising STRIKE services.

16. Force Majeure. STRIKE shall not be responsible for damages or delays in performance caused by force majeure, acts of God, events beyond the control of STRIKE, or events that could not have been reasonably foreseen or prevented.

17. Miscellaneous. 

• 17.1. Entire Understanding. This Agreement, together with the Service Order(s), constitutes the entire agreement between the Parties relating to their subject matter and supersedes all prior or contemporaneous verbal or written agreements concerning such subject matter. The terms of this Agreement will govern all Services undertaken by the Parties, provided, that in the event of any conflict between the terms of the Service Order and this Agreement, the terms of this Agreement will control unless expressly stated otherwise. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, with respect to the subject matter of this Agreement, have been made by any Party or by anyone acting on behalf of any Party, which are not embodied herein. The Parties acknowledge and agree that, for the purposes of this Agreement, an email or other electronic copy shall suffice as a writing.
• 17.2. Severability and Waiver. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the court or other tribunal making such determination is authorized and instructed to modify this Agreement so as to effect the original intent of the parties as closely as possible so that the transactions and agreements contemplated herein are consummated as originally contemplated to the fullest extent possible. The waiver by either Party of any breach of this Agreement shall not operate as a waiver of any subsequent breach.
• 17.3. Amendment. Any amendment of this Agreement will be effective only if it is in writing and executed by the Party(ies) to be charged.
• 17.4. No Third-Party Beneficiaries. This Agreement solely benefits the Parties and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever.
• 17.5. Choice of Law. This Agreement, the Service Order, and all related documents, as well as all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the state of Idaho, without giving effect to the conflict-of-laws provisions of any jurisdiction.
• 17.6. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, the Service Order, or related documents, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the state or federal courts located in Ada County, Idaho. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.