ELITE ACCOUNTANT AGREEMENT
THIS ELITE ACCOUNTANT AGREEMENT (the “Agreement”) is made by and between the accounting firm (the “Firm”), and Elite Resource Team LLC, a California Limited Liability Company, with an address of 12636 High Bluff Drive, Suite 400 San Diego, CA 92130 (“ERT”). Collectively, the Firm and ERT are referred to herein as "Parties" or individually as "Party".
This Agreement is made and effective as of the date of the Firm’s Consent (as defined below) in the Associated Webpage (as defined below) and is made by the Firm’s Consent. This Agreement is deemed to be agreed to by ERT simultaneously upon the Firm providing the Firm’s Consent. By checking the box in the webpage linked to this Agreement (“Associated Webpage”) agreeing to the terms of service in the form of this Agreement, and by signing, dating and submitting the Associated Webpage’s electronic form of consent (the “Firm’s Consent”), the Firm agrees, and the Parties agree, as follows:
WHEREAS, Firm is duly authorized to engage in the practice of accounting services and to render services ancillary thereto; and
WHEREAS, ERT provides coaching, training, and business consultancy services to accountants and also to their clients; and
WHEREAS, ERT desires to provide certain of its coaching, training and business consultancy services to the Firm and certain Clients of and designated by the Firm, upon the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
1. ASSOCIATE SERVICES. ERT shall provide the Firm with access to the services set forth in Section 1, below:
(a) Option 1 and Option 2 Accountants: Forward Accounting Community and VFO Expert Community on Skool.com with training videos.
(b) Option 2 Accountants Only: Proactive Planning Platform to house Client Information Questionnaire (CIQ), MAP Planning Process, Virtual Family Office, Growth Credit Marketplace, Readiness Assessment, and Growth Plan.
2. Fees. No fees shall be owed by the Firm under this Agreement with respect to receiving the Associate Services. Any potential fees owed by the Firm to ERT for the delivery of Client Business Advisory Outsourced Facilitator Services (discussed below) shall be as set forth and agreed by the Parties in the Client Business Advisory Outsourced Facilitator Services Agreement (discussed below). See Section 4.
3. Clients. The Firm shall have the sole authority to determine (a) which of its Clients are granted access to Associate Services, provided that the Firm shall first notify ERT of the identity of such Clients who are designated to be granted access to the Associate Services, and (b) which of its Clients may receive Client Business Advisory Outsourced Facilitator Services.
4. Expert Services; Expert Expenses. ERT may provide the Firm and its Clients with the opportunity to work with one or more specialists with expertise in financial, investment, tax, business, planning, accounting, legal or other services, from time to time, as needed (each an “Expert”). Each Expert that will perform services (“Expert Services”) will sign a separate written agreement with the Firm or its Clients, as applicable, which agreement will also state the fees and revenue shares, if any, with respect to such Expert. For example, the Firm or its Clients may sign an agreement with one or more Experts in connection with the creation of a comprehensive tax or business plan.
On occasion, an Expert may need to incur expenses for the performance of its Expert Services. Any proposed extraordinary expenses or large expenses (for example, the cost of flying to a site to perform such services) shall be submitted by the Expert for pre-approval from Firm if the Expert seeks to have such expenses reimbursed or paid for by the Firm. Firm shall reimburse an Expert for all pre-approved expenses incurred by the Expert provided that they are fully and accurately accounted for.
5. Relationship Between Firm and ERT. The Firm and ERT each acknowledge and agree that the relationship between the Firm and ERT is that of independent contractor service recipient and independent contractor service provider, respectively. ERT in its capacity as described herein shall have no authority to enter into any contracts binding upon the Firm or to create any obligations on the part of the Firm, except such as shall be specifically authorized by the Firm. ERT shall have no interest in the physical assets of Firm, including client records and files, or any accounts receivable of Firm.
6. Mutual Confidentiality and Non-Solicitation. Any Party (“Disclosing Party”) may disclose or grant to the other Party (“Receiving Party”) access to information that Disclosing Party considers confidential or proprietary (“Confidential Information”). Confidential Information, as used in this section, shall mean any information or data which (a) if in tangible form or other media that can be converted to readable form, is clearly marked as proprietary, confidential or private when disclosed, (b) if oral or visual, is identified as proprietary, confidential, or private at the time of disclosure, or (c) is of a nature or is disclosed under circumstances such that a reasonable person would consider it confidential.
A Disclosing Party's Confidential Information shall not include information that (i) is or becomes part of the public domain through no act or omission of a Receiving Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party from the Disclosing Party; (iii) is disclosed to the Receiving Party by a third party not known to the Receiving Party, following reasonable inquiry, to be subject to an obligation of non-disclosure with respect to such information; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
Receiving Party agrees to hold in confidence and not to disclose or reveal to any person or entity the Disclosing Party's Confidential Information, and not to use Disclosing Party's Confidential Information for any purpose other than in connection with the parties' discussions regarding, and performance of, a transaction. Without limiting the generality of the foregoing, Receiving Party shall not disclose Confidential Information of Disclosing Party to any of Receiving Party's employees or agents except those employees or agents who are required to have such Confidential Information in order to participate in the parties' discussions regarding, or performance of, a transaction, and who are under a written obligation of confidentiality or nondisclosure to Receiving Party. Receiving Party agrees to take commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees in breach of this Agreement, including but not limited to advising each permitted employee to whom Confidential Information is disclosed of his/her obligations regarding confidentiality and non-use of such information. Receiving Party shall be fully responsible for any breach of this Agreement by its employees. Receiving Party may disclose Confidential Information of the Disclosing Party if required by law or judicial, arbitral or governmental order or process, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement, reasonably co-operates (at the Disclosing Party's expense) with the Disclosing Party's efforts to obtain a protective order or other appropriate relief, and discloses only the Confidential Information required to be disclosed under such law, order or process.
The Parties agree to return to each other, or to destroy upon written request of the other Party, any and all Confidential Information received pursuant to this Agreement, together with all copies that may have been made, promptly upon request of the other Party or, if not requested earlier, upon completion of the transaction or termination of this Agreement. Upon destruction of Confidential Information or any copies thereof, the Party accomplishing such destruction shall certify in writing to the other Party that such destruction has occurred.
Receiving Party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Agreement and that such breach would cause irreparable harm to the Disclosing Party. The Disclosing Party shall thus be entitled to seek immediate injunctive relief, in addition to whatever other remedies it might have at law or in equity, in the event of an actual or threatened breach of this Agreement by the Receiving Party.
Confidential Information shall remain the sole and exclusive property of the Disclosing Party. Subject to Section 8, no patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given for the Confidential Information disclosed under this Agreement.
During the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement for any reason, each party hereto (the “Covenanting Party”) agrees that it shall not: (a) directly or indirectly induce any customers or clients of the other party to patronize the Covenanting Party or any similar business; (b) directly or indirectly request or advise any customer or client of the other party to withdraw, curtail, or cancel such customer's or client's business with the other party; (c) directly or indirectly disclose to any other person, partnership, corporation or association, the names or addresses of any of the customers or clients of the other party; (d) induce or attempt to induce any employee, agent or former employee or agent of the other party to leave the employ of the other party, or hire any such employee, agent or former employee or agent in any business or capacity; or (e) make any statement disparaging the other party, any member, principal, officer, director, shareholder, employee or agent thereof, to any person, firm, corporation or other business organization whatsoever.
8. Grant of License.
(a) License to the Firm. ERT hereby grants to the Firm a non-exclusive, non-sublicensable license to use the intellectual property that supports its provision of the Associate Services to the Firm and to designated Clients of the Firm (the “Intellectual Property”); provided, that, such license to use is only strictly in connection with the receipt of such Associate Services. Any Clients that are designated to receive Associate Services from ERT will automatically be granted a license to use the Intellectual Property only strictly in connection with the receipt of such Associate Services. For avoidance of doubt, the Intellectual Property may not be, in turn, sub-licensed by the Firm or any Client to any other person or entity; and any such sub-license is automatically void and of no effect. In all cases, ERT retains control, title and ownership of the underlying Intellectual Property. Language discussing the grant by ERT to the Firm and its designated clients of a license to use its Intellectual Property that is substantially similar to the language in this Section 8(a)-(c): (i) but with respect to Client Business Advisory Outsourced Facilitator Services, shall be as set forth in the Client Business Advisory Outsourced Facilitator Services Agreement between ERT and the Firm, as applicable, and (ii) but with respect to Client Business Advisory Sales Services, shall be as set forth in the ERT-Accountant Consulting Agreement for Client Business Advisory Sales Services between ERT and the Firm, as applicable.
(b) Representation of the Firm regarding License to Clients. The Firm represents and warrants to ERT that each Client of the Firm that is granted a license to use the Intellectual Property in connection with the receipt of Associate Services from ERT by each such Client (which grant shall occur automatically upon designation of such Client by the Firm to receive such services) shall enter into a separate written document with the Firm acknowledging the strictly limited scope of such license and agreeing to be bound by the confidentiality provision of this Agreement as a “Receiving Party” of ERT’s Confidential Information. In addition, ERT agrees to maintain the confidentiality of each such Client’s Confidential Information that is disclosed to ERT.
(c) Termination of Licenses. Every and all licenses and/or grants to use the Intellectual Property under this Agreement (that is, those to the Firm and/or to Clients) shall automatically terminate on the earlier of: (i) the end of the provision of the Associate Services to the service recipient under this Agreement, and (ii) the termination of this Agreement as provided in Section 9.
9. Term; Termination. The term of this Agreement begins on the date this Agreement is signed by the Parties and will remain in force and effect for 12 months, unless either the Firm or ERT gives 30 day’s prior written notice to the other Party prior to the end of the Term of its intention to terminate the Agreement, in which case the term of this Agreement will end at the end of such 30-day period of time. In addition, this Agreement shall be terminated immediately upon the occurrence of any of the following events.
(a) ERT or the Firm makes an assignment for the benefit of creditors, or files a voluntary petition in bankruptcy or is involuntary adjudicated a bankrupt.
(b) ERT or the Firm is charged with or found guilty of crimes involving fraud or dishonesty or moral turpitude.
Further, this Agreement shall be immediately terminated in the sole discretion of either the Firm or ERT upon the occurrence of any one of the following events:
(c) ERT willfully and knowingly fails or refuses to comply with the reasonable policies, practices, standards, and regulations of Firm from time to time established.
(d) The other Party breaches any material provisions of this Agreement, which breach is not cured within thirty (30) days after receipt of written notice of that breach from the non-breaching Party.
(e) ERT fails or refuses to faithfully or diligently perform the provisions of this Agreement or the usual and customary duties of a business consultant.
(f) There is a determination by the Firm to sell or otherwise dispose of substantially all the assets of the Firm, or to discontinue the practice of accounting.
10. Arbitration. Except for injunctive relief provided for in Section 6 (which relief may be pursued in a court of competent jurisdiction in San Diego, California), all disputes arising in connection with this Agreement shall be finally adjudicated through binding arbitration under the rules of the American Arbitration Association by one (1) arbitrator appointed in accordance with such rules. The place of arbitration shall be San Diego, California. The arbitrator shall determine the matters in dispute in accordance with the internal laws of the State of California.
11. Attorney’s Fees. The prevailing Party in any arbitration under Section 9 or the prevailing Party in a matter to enforce injunctive relief under Section 6 shall be entitled to recover from the losing Party, in addition to statutory costs, such sums as the court or arbitration, as applicable, may determine as reasonable attorney’s fees. If this matter is resolved prior to determination by court or arbitration, the losing Party agrees to reimburse the prevailing Party for reasonable attorney’s fees and legal or arbitration expenses for pursuing enforcement of the terms of this Agreement. The arbitrator(s) or court shall specify the prevailing and losing parties, if any, in the arbitration or legal award or decision. If more than one dispute is arbitrated or litigated, then the costs and expenses of the proceeding shall be apportioned to each separate dispute by the arbitrators or court in the arbitration award or decision.
12. Waiver of Breach. The waiver by either the Firm or ERT of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either the Firm or ERT.
13. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Firm and ERT and their respective legal successors, heirs, and legal representatives, but neither this Agreement nor any rights hereunder may be assigned by either the Firm or ERT without the consent in writing of the other Party.
14. Entire Agreement. This Agreement constitutes the whole and entire agreement of the Parties with respect to its subject matter, and it shall not be modified or amended in any respect except by a written instrument executed by the Parties. This Agreement replaces and supersedes all prior written and oral agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to the subject matter hereof and thereof.
15. Amendments. No amendment or variation of the terms and conditions of this Agreement shall be valid unless the same is in writing and signed by all the Parties hereto.
16. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, (i) such provision shall be fully severable; (ii) this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and (iii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible that is legal, valid and enforceable.
17. Governing Law. This Agreement and the performance hereunder and all suits and proceedings hereunder shall be construed in accordance with and pursuant to the internal laws of the State of California, without regard to the jurisdiction in which any action or proceedings may be instituted.
18. Notices. All notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been given and received (a) when personally delivered or sent by facsimile or electronic mail (email) with a confirmation of transmission; (b) one day after being sent by a nationally recognized overnight carrier with guaranteed next day delivery or (c) three days after being mailed by United States Certified Mail, Return Receipt Requested, postage prepaid. Notice is to be provided pursuant to the following contact information, or the most recent contact information on file for the parties.
Anton J. Anderson
Title: Chief Executive Officer
Elite Resource Team, LLC
12636 High Bluff Drive, Suite 400, San Diego CA 92130
19. Indemnification. Firm agrees to indemnify, defend and hold harmless ERT and its related parties, and ERT’s and its related parties’ owners, associates, shareholders, managers, members, officers, directors, employees, contractors, agents, controlling persons, related parties, assigns and partners (ERT, its related parties, and each such other person being an "Indemnified Party") from and against any and all costs, expenses, losses, claims, actions, threats, proceedings, judgments, awards, damages and liabilities under any federal or state law, or any rule, regulation, procedure, policy, or otherwise issued, in whatever forum (including in no forum), and however arising, including from and against any and all costs and expenses of defense and attorney's fees incurred in defending or preparing towards defending against the same, which result, arise out of and/or relate in any way to any act or omission of Firm, whether under this Agreement or otherwise, including, without limitation, resulting, arising out of and/or related to Firm’s business or personal efforts in relation to following the educational material from the Elite Mastermind Program and/or the TBM Training Program or working with an Expert. Firm acknowledges and agrees that no Indemnified Party shall have any liability to Firm, to an associated financial professional teamed up with Firm (an “Associated Advisor”), to a Client of Firm and/or of Associated Advisor, or to an owner, associate, shareholder, manager, member, officer, director, employee, contractor, agent, controlling person, related party, assign, partner, grantor, beneficiary and/or trustee of Firm, of an Associated Advisor, or of a Client of Firm and/or of Associated Advisor under this Agreement, except due to ERT’s willful misconduct or gross negligence.
20. Experts. Firm acknowledges that ERT and its related companies and legal partnerships maintain a relationship with Experts in various fields of service and expertise, including, without limitation, in the financial, investment, tax, business, planning, accounting, and legal service industries, and that, in addition, the Elite Mastermind Training Portal, the Advisor Training Portal, and the CIQ Diagnostic and MAP Process, all contain a list (the “Expert Contact List”) of names and contact information of certain of these Experts. Firm further acknowledges that (i) each of the Experts is separate and independent from, and unrelated to, ERT and its related companies and legal partnerships, and separate and independent from, and unrelated to, the owners, associates, shareholders, managers, members, officers, directors, employees, contractors, agents, controlling persons, related parties, assigns and partners of ERT and/or of their related companies and legal partnerships (together, the “ERT-Related Parties”); and (ii) that the services provided by the Experts are not provided by ERT, and/or by their related companies or legal partnerships, and/or by the ERT-Related Parties. With respect to the CIQ Diagnostic and MAP Process, in particular, Firm acknowledges that certain of the Experts are “Global Experts” who are made available to all Firms and all of their Associated Advisors in the Elite Mastermind Program, and certain of the Experts are “Local Experts” who are associated only with a particular Associated Advisor and his or her related Firm, and who are only made available to such Associated Advisor and Firm.
21. Not Advice. Firm acknowledges and agrees that none of ERT or any of its related companies or legal partnerships, or any of the ERT-Related Parties, provides financial, tax, accounting and/or legal advice of any nature, kind or subject matter whatsoever, without limitation or exception, to Firm, to any Associated Advisor, or to any Client, or to any owner, associate, shareholder, manager, member, officer, director, employee, contractor, agent, controlling person, related party, assign, partner, grantor, beneficiary or trustee of any of Firm, of any Associated Advisor, or of any Client under this Agreement, under any other agreement, or otherwise.
Firm acknowledges and agrees that it is Firm’s sole and absolute responsibility, whether acting alone, or together with an Associated Advisor and/or a Client, to seek his, her and/or their own independent legal, tax, accounting and financial advice, as applicable to such parties, from competent service providers and advisors of their own independent choosing, including, without limitation, to determine whether an Expert is someone who is or will provide adequate and appropriate advice for and to the Firm, Associated Advisor and/or Client given the unique facts and circumstances and the particular risk profile of the service recipients.
22. Limitation of Liability; Release. Firm acknowledges and agrees that none of ERT, or any of its related companies or legal partnerships, or any of the ERT-Related Parties (together, the “Released Parties”) shall be liable to Firm, to any Associated Advisor, to any Client, or to any of their associates, shareholders, managers, members, officers, directors, employees, contractors, agents, controlling persons, related parties, assigns, partners, grantors, beneficiaries or trustees (together with Firm, the “Releasing Parties”) for any costs, expenses, losses, claims, actions, threats, proceedings, judgments, awards, damages and liabilities under any federal or state law, or any rule, regulation, procedure, policy, or otherwise issued, in whatever forum (including in no forum), and however arising, including for any and all costs and expenses of defense and attorney's fees incurred in defending or preparing towards defending against the same, which result, arise out of and/or relate in any way to the actions or inactions of an Expert (or a person associated with such Expert) who works, worked, or promised to work with Firm, any Associated Advisor and/or any Client to provide the services of the Expert; in all cases, whether or not such Expert is a “Global Expert” or a “Local Expert”. Firm acknowledges and agrees to all of the above on behalf of Firm and on behalf of each other Releasing Party. For avoidance of doubt, no Releasing Party shall have any legal, equitable, or other remedy, whether in contract, tort or otherwise, against any Released Party/ies for the actions or inactions of an Expert (or of a person associated with such Expert), regardless of the subject matter or expertise of the Expert; and regardless of whether or not such Expert is a “Global Expert” or a “Local Expert”.
IN NO EVENT SHALL EITHER PARTY, OR EITHER PARTY’S OWNERS, ASSOCIATES, SHAREHOLDERS, MANAGERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, CONTROLLING PERSONS, RELATED PARTIES, ASSIGNS AND PARTNERS BE LIABLE TO THE OTHER PARTY OR ITS CLIENTS (i) FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR CONNECTED WITH THE SERVICES OR PRODUCTS PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POTENTIAL FOR DAMAGES, OR, (ii) FOR ITS ACTS OTHER THAN THOSE THAT ARE DUE TO A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. ERT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.
Without limiting Section 19 (Indemnification), Section 20 (Experts), Section 21 (Not Advice) or anything else above in this Section 22 (Limitation of Liability; Release), ERT’s liability and/or any of its related parties’ liability to Firm, to Associated Advisor or to a Client of Firm and/or of Associated Advisor for claims relating to this Agreement, whether for breach or in tort, shall not exceed the total amount paid to ERT for the Associate Services with respect to the Client for which the claim relates.
(a) The descriptive headings of the sections and paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
(b) Unless the context otherwise required, whenever used in this Agreement, the singular shall include the plural, the plural shall include the singular and the masculine gender shall include the neuter and feminine gender, and vice-versa.
(c) This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall together constitute one document.
(d) The Recitals to this Agreement constitute a part of this Agreement.
(e) In no event shall either Party be liable to the other for any delay or failure to perform hereunder, which delay or failure to perform is due to causes beyond the reasonable control of said Party, including, but not limited to, acts of God, acts of a public enemy, acts of the United States of America, of a territory or political subdivision thereof, or of the District of Columbia, acts of other governments, fires, storms, floods, epidemics, quarantine restrictions, work stoppages, strikes, freight embargoes and similar occurrences (collectively “Force Majeure”). Notwithstanding the foregoing, in every case the delay or failure to perform must be beyond the reasonable control and without the material fault or negligence of the Party claiming excusable delay. If there is any such delay, then the periods for completion of the obligations of the Party(ies) affected by such event will be automatically extended by an equitable amount of time based on the duration and effect of such Force Majeure.
24. Review of Agreement. Both Parties acknowledge that they have carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed upon both Parties herein and that both Parties have been given the opportunity to review this Agreement with a lawyer of their choosing, prior to its execution. Both Parties agree that the restraints imposed herein are necessary for the reasonable and proper protection both Parties business and that each and every one of the said restraints is reasonable in respect to the subject matter, length of time and area.
25. Power; Authority. Each Party represents and warrants to the other Party that (a) the first Party has the capacity, power, and authority to enter into this Agreement, (b) this Agreement is the valid, binding and enforceable obligation of such Party, and (c) the execution, delivery and performance by such Party of its obligations set forth in this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) in the case of any Party that is not a natural person, violate any provision of the charter or other organizational documents of said Party, (ii) except for consents that have been obtained and are in full force and effect, conflict with, result in a breach of, or constitute (or, with the giving of notice or lapse of time or both, would constitute) a default under, or require the approval or consent of any person pursuant to, any material contractual obligation of such Party, or (iii) violate any applicable law binding on the Party.
26. Survival. Each of Section 4 (Client Business Advisory Outsourced Facilitator Services), Section 5 (Expert Services; Expert Expenses), Section 6 (Relationship Between Firm and ERT), Section 7 (Mutual Confidentiality and Non-Solicitation), Section 9 (Term; Termination), Section 10 (Arbitration), Section 11 (Attorney’s Fees), Section 13 (Binding Effect), Section 14 (Entire Agreement), Section 15 (Amendments), Section 16 (Severability), Section 17 (Governing Law), Section 18 (Notices), Section 19 (Indemnification), Section 20 (Experts), Section 21 (Not Advice), Section 22 (Limitation of Liability; Release), Section 23 (Miscellaneous), Section 24 (Review of Agreement), Section 25 (Power; Authority), and Section 26 (Survival) of this Agreement shall survive the termination of this Agreement. Without limiting the foregoing, the Agreement may be referred to in its entirety in resolving any dispute among the Parties.