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MSA 2020 - for use in North America
<br />the other party as provided herein. Such notices will be deemed to have been given: (a) when delivered in
<br />person; (b) five (5) business days after being sent by certified mail, return receipt requested, postage pre-
<br />paid; (c) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the
<br />sending machine and a copy of such facsimile is promptly sent by another means specified herein; or (d)
<br />upon
<br />delivery by reputable overnight courier, all delivery charges pre -paid, and addressed as follow
<br />16.2 Reasonable Behavior. Each party will act in good faith in the performance of its respective
<br />responsibilities under the Agreement and will not unreasonably delay, condition or withhold the giving of
<br />any consent, decision or approval that is either requested or reasonably required by the other party in order
<br />to perform its responsibilities under the Agreement.
<br />16.3 Assignment. Neither party may assign or otherwise transfer the Agreement or any of the
<br />rights that they grant without the prior written consent of the other party. Any purported assignment in
<br />violation of the preceding sentence will be void and of no effect. The Agreement will be binding upon the
<br />parties' respective successors and permitted assigns.
<br />16.4 Severability. Any term or provision of this Agreement that is invalid or unenforceable in
<br />any jurisdiction will be ineffective only to the extent of such invalidity or unenforceability and only as to such
<br />jurisdiction without rendering invalid or unenforceable the remaining terms and provisions of this Agreement
<br />or affecting the validity or enforceability of any of these terms or provisions in any other jurisdiction.
<br />Additionally, if any provision of the Agreement is declared to be unenforceable, the parties will substitute
<br />an enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves
<br />the original intentions and economic positions of the parties.
<br />16.5 Order of Precedence. In the event of any conflict between or among the provisions
<br />contained in the Agreement, the following order of precedence will govern: (a) this Agreement, exclusive of
<br />its exhibits; (b) exhibits to this Agreement; and (c) a SOW/Proposal (except as to terms specifically
<br />identified in a particular SOW/Proposal as modifying or amending terms of this Agreement, which terms will
<br />control over the Agreement for that SOW/Proposal only).
<br />16.6 Publicity. Both parties agree that neither party will issue any press release or make any
<br />other public statement about the other party, the Agreement or the Services without the other party's prior
<br />written consent. Notwithstanding the preceding, SpearTip may include Client's name on SpearTip's Client
<br />list/website and may describe briefly, and in general terms, the nature of the work performed by SpearTip
<br />for Client.
<br />16.7 No Waiver. No failure or delay by either party in exercising any right, power or remedy will
<br />operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and
<br />signed by the waiving party. The waiver by either party of a breach or a default of any provision of this
<br />Agreement by the other party will not be construed as a waiver of any succeeding breach of the same or
<br />any other provision.
<br />16.8 Non -Solicitation. During the Term of this Agreement and for twelve (12) months after
<br />later of the expiration or termination of this Agreement or the SOW/Proposal, neither party will solicit for
<br />MSA 2020 8 Confidential and Proprietary
<br />In the case of Client:
<br />with a copy to the following, which will not
<br />constitute notice:
<br />Attn:
<br />Attn:
<br />Fax:
<br />Fax:
<br />In the case of SpearTip:
<br />with a copy to the following, which will not
<br />constitute notice:
<br />SpearTip, LLC
<br />Ben Auton
<br />1714 Deer Tracks Trail, Suite 150
<br />Director of Managed Detection & Response
<br />Saint Louis, MO 631 31-1 847
<br />SpearTip, LLC
<br />Attn: Legal Department
<br />1714 Deer Tracks Trail, Suite 150
<br />1,112,...,,.uil:p
<br />Saint Louis, MO 63131-1847Email:
<br />16.2 Reasonable Behavior. Each party will act in good faith in the performance of its respective
<br />responsibilities under the Agreement and will not unreasonably delay, condition or withhold the giving of
<br />any consent, decision or approval that is either requested or reasonably required by the other party in order
<br />to perform its responsibilities under the Agreement.
<br />16.3 Assignment. Neither party may assign or otherwise transfer the Agreement or any of the
<br />rights that they grant without the prior written consent of the other party. Any purported assignment in
<br />violation of the preceding sentence will be void and of no effect. The Agreement will be binding upon the
<br />parties' respective successors and permitted assigns.
<br />16.4 Severability. Any term or provision of this Agreement that is invalid or unenforceable in
<br />any jurisdiction will be ineffective only to the extent of such invalidity or unenforceability and only as to such
<br />jurisdiction without rendering invalid or unenforceable the remaining terms and provisions of this Agreement
<br />or affecting the validity or enforceability of any of these terms or provisions in any other jurisdiction.
<br />Additionally, if any provision of the Agreement is declared to be unenforceable, the parties will substitute
<br />an enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves
<br />the original intentions and economic positions of the parties.
<br />16.5 Order of Precedence. In the event of any conflict between or among the provisions
<br />contained in the Agreement, the following order of precedence will govern: (a) this Agreement, exclusive of
<br />its exhibits; (b) exhibits to this Agreement; and (c) a SOW/Proposal (except as to terms specifically
<br />identified in a particular SOW/Proposal as modifying or amending terms of this Agreement, which terms will
<br />control over the Agreement for that SOW/Proposal only).
<br />16.6 Publicity. Both parties agree that neither party will issue any press release or make any
<br />other public statement about the other party, the Agreement or the Services without the other party's prior
<br />written consent. Notwithstanding the preceding, SpearTip may include Client's name on SpearTip's Client
<br />list/website and may describe briefly, and in general terms, the nature of the work performed by SpearTip
<br />for Client.
<br />16.7 No Waiver. No failure or delay by either party in exercising any right, power or remedy will
<br />operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and
<br />signed by the waiving party. The waiver by either party of a breach or a default of any provision of this
<br />Agreement by the other party will not be construed as a waiver of any succeeding breach of the same or
<br />any other provision.
<br />16.8 Non -Solicitation. During the Term of this Agreement and for twelve (12) months after
<br />later of the expiration or termination of this Agreement or the SOW/Proposal, neither party will solicit for
<br />MSA 2020 8 Confidential and Proprietary
<br />
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