15 - Agreement with SpearTip's Shadow Spear Platform

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MSA 2021 In the case of Client: with a copy to the following, which will not constitute notice: SpearTip, LLC SpearTip, LLC c/o Zurich Attn: Joe Hoosech, Vice President Attn: Corporate Law 1714 Deer Tracks Trail Ste. 130 1299 Zurich Way Saint Louis, MO 63131-1847 Schaumburg, Illinois 60196 jhoosech@speartip.com 17.2 Reasonable Behavior. Each party will act in good faith in the performance of its respective responsibilities under the Agreement and will not unreasonably delay, condition or withhold the giving of any consent, decision or approval that is either requested or reasonably required by the other party in order to perform its responsibilities under the Agreement. 17.3 Assignment. Neither party may assign or otherwise transfer the Agreement or any of the rights that they grant without the prior written consent of the other party. Any purported assignment in violation of the preceding sentence will be void and of no effect. The Agreement will be binding upon the parties' respective successors and permitted assigns. 17.4 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will be ineffective only to the extent of such invalidity or unenforceability and only as to such jurisdiction without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of these terms or provisions in any other jurisdiction. Additionally, if any provision of the Agreement is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves the original intentions and economic positions of the parties. 17.6 Order of Precedence. In the event of any conflict between or among the provisions contained in the Agreement, the following order of precedence will govern: (a) this Agreement, exclusive of its exhibits; (b) exhibits to this Agreement; and (c) a SOW/Proposal (except as to terms specifically identified in a particular SOW/Proposal as modifying or amending terms of this Agreement, which terms will control over the Agreement for that SOW/Proposal only). 17.6 Publicity. Both parties agree that neither party will issue any press release or make any other public statement about the other party, the Agreement or the Services without the other party's prior written consent. Notwithstanding the preceding, SpearTip may include Client's name on SpearTip's Client list/website and may describe briefly, and in general terms, the nature of the work performed by SpearTip for Client. 17.7 No Waiver. No failure or delay by either party in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. The waiver by either party of a breach or a default of any provision of this Agreement by the other party will not be construed as a waiver of any succeeding breach of the same or any other provision.