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9.2.4 HIPAA. ACS acknowledges that the HIPAA terms set forth in Attachment K (and the HIPAA terms set forth in any separate HIPAA agreement as contemplated under Section 14.4.1), as applicable, include the right under the circumstances described therein for Symetra (and/or the applicable Symetra Affiliate) to terminate this Agreement. Having acknowledged the foregoing, ACS agrees that Symetra shall have the right to terminate this Agreement for cause upon the occurrence of such circumstances, all in accordance with the terms set forth in Attachment K and/or the applicable separate HIPAA agreement, as applicable. Symetra shall in no event be required to pay a Termination Fee to ACS with respect to any such termination.

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19.16 Waiver of UCITA. THE PARTIES AGREE THAT THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT OR ANY VERSION THEREOF, ADOPTED BY ANY STATE IN ANY FORM (“UCITA”), SHALL NOT APPLY TO THIS AGREEMENT AND, TO THE EXTENT THAT UCITA IS APPLICABLE, THE PARTIES AGREE TO OPT-OUT OF THE APPLICABILITY OF UCITA PURSUANT TO THE OPT-OUT PROVISION(S) CONTAINED THEREIN.

19.17 Benefits of Agreement. All rights and benefits granted hereunder to Symetra may be exercised and enjoyed by any Symetra Affiliate, provided that Symetra shall be and remain responsible for the compliance of the terms and conditions of this Agreement with respect to such Symetra Affiliate and will be such Symetra Affiliate’s agent for all purposes of this Agreement and any claims or actions arising from such Symetra Affiliate shall be pursued solely by Symetra. Further, for purposes of calculating discounts (if any) available under this Agreement that are based on volume, quantity or other measurement factor, the total volume of all Symetra Affiliates shall be counted to determine whether the applicable volume, quantity or other measurement factor has been achieved.
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3. Licensed Technology Delivery.
3.1. Delivery of Transfer Materials. Sonics shall deliver to TI the Transfer Materials described in Exhibit A for the initial Sonics Product in accordance with the schedule herein. Thereafter, for future Sonics Products, delivery will be as described in Section 8.5.

3.2. Commencement Notices. TI shall deliver to Sonics a Commencement Notice upon the start of design or development of a semiconductor device incorporating a Smart Core if any portion of the up front license fee becomes payable to Sonics as a result of such new design or development. If TI does not thereafter release such device to commercial volume, TI may apply the license fee paid for such device to a new device by so notifying Sonics in the Commencement Notice for the new device. The start of a design corresponds to the state of a design project where the architectural definition, functional specification, PPA (power, performance and area), and project milestones of a particular TI semiconductor device have been defined. The form of the Commencement Notice is attached hereto as Exhibit E.

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13. Damage Limitation.
EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTION 10 AND AS EXPRESSLY PROVIDED IN SECTION 11, NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, OVERHEAD, COST OF COVER OR OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
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This Technical Services/E-Commerce Agreement (“Agreement”) is made and entered on the 1st day of December 2003, by and between Greg Norman Interactive, LLC, a limited liability company (“GNI”), with its principal executive offices located at 501 North A1A, Jupiter, FL 33477 and Ritz Interactive, Inc. a Delaware corporation (“RII”), with its principal executive offices located at 2010 Main Street, Suite 400, Irvine, California 92614.

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2. EXCLUSIVE INTERNET RIGHTS

2.1 Until such time as this Agreement has been terminated, GNI shall not, and shall not permit any of its affiliates (including, but not limited to, Great White Enterprises, Inc., to, directly or indirectly (through one or more intermediaries) (i) sell to any party or (ii) grant any right, license or authority for any RII Competitor to sell, any GNI Products or any goods, services and/or products (similar to the GNI Products on or though the Internet.
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THIS AGREEMENT by and between Fidelity Information Services, Inc., an Arkansas corporation with offices located at 601 South Lake Destiny Road, Suite 300, Maitland, Florida 32751 (“Fidelity”) and Solera Bank, N.A. (IO), with offices located at 6920 W. 38th Avenue, Wheat Ridge, Colorado 80033 (“Customer”) (each of Fidelity and Customer, a “party,” and collectively, the “parties”) is made as of the later of the dates on which the parties sign below (“Effective Date”).

The parties have agreed to certain General Terms and Conditions as more particularly identified below and attached hereto (“General Terms”). The parties agree that the General Terms shall be incorporated by reference to each Schedule identified below and attached hereto (“Schedule”) as well as to such additional Schedule(s) as may be agreed to by the parties from time to time, provided however, that each such Schedule explicitly incorporates these General Terms.

The parties acknowledge that each has reviewed the version number, as set forth below, used to identify the General Terms and the Schedule(s) attached hereto and confirm that said version number is the correct version of the General Terms and Schedule(s) to which each party has agreed.

The parties hereby agree that each Schedule combined with the General Terms and this Signature Page constitutes a separate and independent legal agreement between the parties (“Agreement”).

x GENERAL TERMS AND CONDITIONS (GTC104v1 dated 01/22/06)
x BancPac Service Bureau Processing Schedule (SCHBNCPCSB100v1 dated 01/22/06)
x Software License Schedule (SCHLIC104v1 dated 01/22/06)
x Software Maintenance Schedule (SCHMAINT103v1 dated 01/22/06)
x Item Processing Services Schedule (SCHIP100v1 dated 01/22/06)
x Equipment Purchase Schedule (SCHBPEQPURCH100v1 dated 01/22/06)
x Network Services Schedule (SCHNS102v1 dated 01/22/06)
x Internet Banking Services Schedule (SCHIB103v1 dated 01/22/06)
x Electronic Bill Payment Services Schedule (SCHCFBP101v1 dated 01/22/06)
x Website Development and Hosting Services Schedule (SCHWEB101v1 dated 01/22/06)
x Electronic Funds Transfer Services Schedule (SCHEFT102v1 dated 01/22/06)
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This Base Agreement (“Base Agreement”) dated as of 2004-09-13 (“Effective Date”), between International Business Machine China Company Limited (“Buyer”) and Worksoft Creative Software Ltd. (“Supplier”), establishes the basis for a multinational procurement relationship under which Supplier will provide Buyer the Deliverables and Services described in SOWs issued under this Base Agreement. Deliverables and Services acquired by Buyer on or after the Effective Date will be covered by this Base Agreement. This Base Agreement will remain in effect until terminated.

1.0 Definitions

“Affiliates” means entities that control, are controlled by, or are under common control with, a party to this Agreement.

“Agreement” means this Base Agreement and any relevant Statements of Work (“SOW”), Work Authorizations (“WA”), and other attachments or appendices specifically referenced in this Agreement.

“Appearance Design” means the appearance presented by an object, formed in hardware or by software that creates a visual impression on an observer. Appearance Design refers to the ornamental and not the functional aspects of an object.

“Deliverables” means items that Supplier prepares for or provides to Buyer as described in a SOW. Deliverables include Developed Works, Preexisting Materials, and Tools.

“Developed Works” means all work product (including software and its Externals) developed in the performance of this Agreement as described in a SOW. Developed Works do not include Preexisting Materials, Tools, or items specifically excluded in a SOW.

“Electronic Self-Help” means a process where Supplier electronically disables, removes, or otherwise prevents the use of its software product without the Buyer’s or Buyer’s Customer’s cooperation or consent. Electronic Self-Help could be done through electronic or other means (for example: remotely through “back doors” or hidden entrances in the software or through hidden shut-down commands in the software that can be activated by phone or in other ways).

“Externals” means any pictorial, graphic, audiovisual works, reports or data generated by execution of code and any programming interfaces, languages or protocols implemented in the code to enable interaction with other computer programs or end users. Externals do not include the code that implements them.

“Inventions” means ideas, designs, concepts, techniques, inventions, discoveries or improvements, whether or not patentable, conceived or reduced to practice by Supplier Personnel in performance of this Agreement.

“Joint Inventions” means Inventions made by Supplier Personnel jointly with Buyer Personnel.

“Participation Agreement” or “PA” means an agreement signed by one or more Affiliates which incorporates by reference the terms and conditions in this Base Agreement, any relevant SOWs, and other attachments or appendices specifically referenced in the PA.

“Personnel” means agents, employees or subcontractors engaged or appointed by Buyer or Supplier.

“Preexisting Materials” means items including their Externals, contained within a Deliverable, in which the copyrights are owned by a third party or that Supplier prepared or had prepared outside the scope of this Agreement. Preexisting Materials exclude Tools, but may include material that is created by the use of Tools.

“Prices” means the agreed upon payment and currency for Deliverables and Services, including all applicable fees, payments and taxes, as specified in the relevant SOW and/or WA.

“Services” means work that Supplier performs for Buyer as described in a SOW.

“Statement of Work” or “SOW” means any document that:

1. identifies itself as a statement of work;

2. is signed by both parties;

3. incorporates by reference the terms and conditions of this Base Agreement; and

4. describes the Deliverables and Services, including any requirements, specifications or schedules.

“Taxes” means any and all applicable taxes, charges, fees, levies or other assessments imposed or collected by any governmental entity worldwide or any political subdivision thereof and however designated or levied on sales of Deliverables or Services, or sales, use, transfer, goods and services or value added tax or any other duties or fees related to any payment made by Buyer to Supplier for Deliverables and/or Service provided by Supplier to Buyer under or pursuant to this Agreement; exclusive, however, of taxes imposed upon the net income or capital of Supplier or taxes in lieu of such net income taxes or such other taxes which are to be borne by the Supplier under law. Supplier shall also bear sole responsibility for all taxes, assessments, or other levies on its own leased or purchased property, equipment or software.

“Tools” means software that is not commercially available, and its Externals, required for the development, maintenance or implementation of a software Deliverable.

“Work Authorization” or “WA” means Buyer’s authorization in either electronic or tangible form for Supplier to conduct transactions under this Agreement in accordance with the applicable SOW (i.e., a purchase order, bill of lading, or other Buyer designated document). A SOW is a WA only if designated as such in writing by Buyer.

2.0 Statement Of Work

Supplier will provide Deliverables and Services as specified in the relevant SOW only when specified in a WA. Supplier will begin work only after receiving a WA from Buyer. Buyer may request changes to a SOW and Supplier will submit to Buyer the impact of such changes. Changes accepted by Buyer will be specified in an amended SOW or change order signed by both parties. Supplier agrees to accept all WA’s that conform with the terms and conditions of this Agreement.

3.0 Pricing

Supplier will provide Deliverables and Services to Buyer for the Prices. The Prices for Deliverables and Services specified in a SOW and/or WA and accepted by Buyer plus the payment of applicable Taxes will be the only amount due to Supplier from Buyer. The relevant SOW or WA shall contain Prices for each country receiving Deliverables and Services under this Agreement.
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This Standard Services Agreement (“Agreement”) is entered into as of the first day of June, 2006 (“Effective Date”) by and between Spare Backup, Inc. a California corporation (“Supplier”) and HEWLETT-PACKARD COMPANY, a Delaware corporation (“HP”).

1. NATURE OF AGREEMENT

1.1 General Scope. This Agreement specifies the terms and conditions under which Supplier will provide Services to HP, as requested from time to time and as further described in a Statement of Work (defined below). Except as otherwise stated in this Agreement, the parties intend, and hereby agree, that any such Statement of Work shall be governed by this Agreement, as though the provisions of this Agreement were set forth in their entirety within such Statement of Work, and so that each Statement of Work and this Agreement shall be considered one, fully integrated document and agreement.

1.2 Eligible Purchasers. This Agreement enables HP and its Subsidiaries and Affiliates worldwide to purchase Services from Supplier in accordance with the terms and conditions set forth herein. The parties acknowledge that the availability and the nature of Services offered hereunder, and applicable terms and conditions therefore, may vary in certain countries as a result of local legal restrictions and mandatory requirements as further described in the attached Exhibit C Local Implementation Agreement Template. Unless Exhibit C specifically refers to and amends a term of this Agreement, the terms and conditions of this Agreement will control and take precedence over any conflicting terms in Exhibit C.

1.3 Term of Agreement. Unless earlier terminated pursuant to Section 17, (Termination) this Agreement will have a term of one (1) year from the Effective Date set forth above. HP shall have the option of renewing this Agreement for successive one (1) year terms, subject to HP providing notice no later than 30 days prior to expiration of the then-current term.

2. DEFINITIONS

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3. SERVICES

3.1 Services. Supplier will provide those Services described in the Statement of Work on a full-time basis, unless otherwise provided in the Statement of Work, subject to and in compliance with the terms and conditions of this Agreement and all Applicable Laws. All Services will be performed at the request of HP, and may be more specifically described in, and authorized by, a Purchase Order and accompanied by a Statement of Work. The terms and conditions of this Agreement shall apply to all such Statements of Work.

3.2 Statement of Work. The parties shall execute a Statement of Work for the undertaking by the parties of each Service. A Statement of Work shall be in the form of the template attached to this Agreement as Exhibit A. Upon execution of the corresponding Statement of Work, Supplier shall undertake to perform the Services and HP shall establish the appropriate HP purchase order for invoicing and billing purposes. Services set forth in any one Statement of Work may be concurrent with and/or successive to other Services under their respective Statement of Work.
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AGREEMENT

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Representations and Warranties.

(a) Representations and Warranties of Fidelity. Fidelity hereby represents and warrants for the exclusive benefit and reliance of Customer that this Agreement has been duly executed and delivered by Fidelity and, assuming the due authorization, execution and delivery hereof and thereof by the Customer, this Agreement constitutes a valid and binding obligation of Fidelity, enforceable against Fidelity in accordance with the terms hereof.

(b) Representations and Warranties of Customer. Customer hereby represents and warrants for the exclusive benefit and reliance of Fidelity that this Agreement has been duly executed and delivered by Customer and, assuming the due authorization, execution and delivery hereof and thereof by Fidelity, this Agreement constitutes a valid and binding obligation of Customer, enforceable against Customer in accordance with the terms hereof.

2. Cash Payment. On the date that is the Effective Date of the Initial Merger, as that date is defined in the Merger Agreement (the “Initial Merger Date”) and contingent upon the occurrence of the Initial Merger during the term of this Agreement, Customer shall pay Fidelity an amount equal to Five Million Six Hundred Thousand Dollars and No One Hundredths ($5,600,000.00) in immediately available funds.

3. Services. During the term of this Agreement Fidelity shall provide Customer (i) services Fidelity provided to Customer under any of the Existing Agreements or otherwise during December, 2006 (the “Existing Services”) and (ii) and the Internet Wire Exchange program offered by Fidelity (the “Additional Services”), in each case subject to termination in accordance with the terms of this Agreement, as specified in Section 5 below.

4. Charges for Services. Fidelity shall provide Existing Services in accordance with terms and conditions of the Existing Agreements at the rates Fidelity charged Customer for the Existing Services in December, 2006, (i) subject to adjustment for changes in volume where applicable and (ii) except as provided otherwise in Section 6 of this Agreement or where provisions of this Agreement conflict with provisions of the Existing Agreements. Fidelity shall provide Additional Services to Customer at a flat rate of $400 per month.

5. Termination of Services. At any time after (i) June 30, 2007 and (ii) the Initial Merger Date, Customer may terminate any of the Existing Services by providing not less than 90 days’ written notice to Fidelity, it being understood that notice of termination of the Existing Services will also be considered termination of the Additional Services. Upon receipt of notice of termination of such services, Fidelity will provide Customer its standard deconversion support at the rates set forth on Schedule B attached hereto and incorporated herein by this reference, including without limitation the provision of three sets of Deconversion Test Data in readily-usable electronic format. The parties shall cooperate to accomplish promptly the deconversion of Customer in accordance with the terms of the Existing Agreements; provided, however, notwithstanding anything to the contrary in any of the Existing Agreements, this Agreement or otherwise, in no event shall the Customer’s responsibility for standard deconversion services specified in Schedule B exceed $300,000 and in no event shall Fidelity’s duty to support Customer’s deconversion exceed the level of services that would equal $300,000.00 under the lower of Fidelity’s current published rates and the rates set forth on Schedule B.

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6. Effect of Initial Merger. Upon the Initial Merger Date, the provisions of any Existing Agreements regarding (i) the term of any Existing Agreements, (ii) any restrictions on Customer or any of its affiliates to engage third parties or contract for Existing Services, Additional Services or other information services; (iii) any provisions regarding liquidated damages (or any other damages based on early termination of an agreement or arrangement), and (iv) any obligation on the part of Customer or any of its affiliates to renew the use of the Existing Services, Additional Services or any other services provided by Fidelity, or provide Fidelity a right of first refusal, right of first offer or other similar option to provide such services, shall terminate and be null and void. The parties further specifically agree that upon the Initial Merger Date, Fidelity, its affiliates and/or subcontractors will not have any right to be Customer’s sole and exclusive provider of the Existing Services, Additional Services or any other information services. Upon the Initial Merger Date, the terms described in items (i) – (iv) of the foregoing sentences and any terms relating to exclusivity of services shall be governed solely by the terms of this Agreement.

7. Release. On the Initial Merger Date, contingent upon the occurrence of the Initial Merger, and in consideration of the promises set forth in this Agreement, Customer and Fidelity each hereby release all claims, demands or actions of any nature, known or unknown, foreseen or unforeseen, against the other party, its parent, affiliate, subsidiaries or successors, including without limitation, those arising out of or relating to the Existing Agreements, the termination thereof or any rights or obligations arising thereunder, other than obligations expressly set forth in this Agreement. Each party hereto acknowledges that this is a full and final release and that each party intends and expressly agrees that it shall be effective as a bar to every claim, demand, and cause of action against the other party, its parent, affiliate, subsidiaries or predecessors as of the Initial Merger Date, except as specifically set forth otherwise in this Agreement. The parties have had an opportunity to confer with counsel concerning the substance of the release contained in this Agreement. It is the parties’ express intent to release not only known claims arising under or relating to the Agreement, but all unknown claims as well. Fidelity expressly acknowledges that it has received valuable consideration for the release of all unknown claims. Each party hereto also expressly waives all rights and benefits conferred upon it now or in the future under California Civil Code section 1542, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the debtor.”

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Article 1
Agreement and Term

1.1		Agreement. Perot Systems will provide to Client the information technology services described in Schedule A and any additional services mutually agree to by the parties.

Article 2
Account Management and Personnel

2.1		Client Executive. Perot Systems will designate a representative (“Client Executive”) who will be directly responsible for coordinating and managing the delivery of the Services and will have full authority to act on Perot Systems’ behalf with respect to all matters relating to this Agreement. The Client Executive will work with the Client Representative to address Client’s information technology issues and strategies and the parties’ relationship under this Agreement. Before designating or replacing its Client Executive, Perot Systems will consult with and obtain the approval of Client, which shall not be unreasonably delayed or withheld.

		Client’s behalf with respect to all matters relating to this Agreement. The Client Representative will work with the Client Executive to address Client’s information technology issues and strategies and the parties’ relationship under this Agreement.

	(a)		Before assigning a dedicated individual to Client’s account, Perot Systems will notify Client of the proposed assignment, introduce the individual to appropriate Client representatives (and, upon request, provide those representatives with the opportunity to interview the individual) and provide Client with a résumé and any other information about the individual that Client reasonably requests. If Client objects to the proposed assignment such individual will not be assigned to Client’s account.

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LOGISTICS SERVICE AND INFORMATION TECHNOLOGY SUPPORT AGREEMENT

This Logistics Service and Information Technology Support Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on May 28, 2007 in Shenzhen: PARTY A: SHENZHEN NEPSTAR PHARMACEUTICAL CO., LTD. Registered address: Nepstar Building A-15B, Nanshan District, Shenzhen PARTY B: [REGIONAL NEPSTAR COMPANY] Registered address: Whereas: (1) Party A is a limited liability company incorporated and registered in Shenzhen in accordance with law of People’s Republic of China (“PRC”) to engage in pharmaceutical wholesale, computer network technology development and technology consulting and service in accordance with law as approved by relevant governmental authorities of PRC; (2) Party B is a limited liability company incorporated and registered in [Place of Regional Nepstar Company] in accordance with law of PRC to engage in pharmaceutical retail as approved by relevant governmental authorities of PRC; (3) Party A desires to provide logistics service and pharmaceutical retail information technology system support and service to Party B, while Party B is willing to accept such service. Therefore, upon discussion, both parties agree on this Agreement as follows: 1. SCOPE OF SERVICE Under this Agreement, the logistics service and information technology support provided by Party A to Party B include pharmaceutical delivery and information technology support. For details, please refer to Exhibit I (“Logistics Service and Information Technology Support”). 2. EXCLUSIVE LOGISTICS SERVICE AND INFORMATION TECHNOLOGY SUPPORT; EXCLUSIVE INTEREST 2.1 During the term of this Agreement, Party A agrees to provide relevant Logistics Service and information technology Support to Party B as Party B’s <PAGE> exclusive provider of Logistics Service and Information Technology Support in accordance with terms and conditions hereunder. 2.2 Party B agrees to accept Party A as its exclusive service provider for Logistics Service and Information Technology Support and Party B further agrees that, without prior written consent of Party A, during the term of this Agreement, Party B may not obtain any logistics service and information technology support from any third party. Party A may contract part or all of its obligations of service under this Agreement to any third party as appropriate, on the basis of its own demand. 3. CALCULATION, PAYMENT OF SERVICE FEE 3.1 Party B agrees to pay Party A service fee for its Logistics Service and Information Technology Support (“Service Fee”). Both parties agree that the Service Fee hereunder shall be 40% of Party B’s pre-tax profit every year. 3.2 Upon completion of auditing of Party B for each fiscal year, Party B shall, base on the auditing results, pay the Service Fee to the account designated by Party A in 30 days upon such completion and in any circumstance no later than April 30 of each calendar year. 3.3 Party A has the right to release Party B from its obligation to pay the Service Fee or adjust the amount of the Service Fee provided under this article at any time. 3.4 The Service Fee payable by Party B to Party A hereunder is secured by pledges on the equity interests in Party B owned by Party B’s shareholders other than Party A (“Party B’s Other Shareholders”), and by pledges on the equity interests in the Party B’s Other Shareholders owned by shareholders of Party B’s Other Shareholders. 4. INTELLECTUAL PROPERTY 4.1 The copyrights of software developed by Party A and other relevant software and the intellectual property of all research and development results obtained by research and development of Party A in performance of this Agreement and/or other agreements entered into by the parties as well as any derivative rights shall belong to Party A. The foregoing rights include, without limitation, patent rights, software and technical documents as carrier, copyrights or other intellectual property of technology materials and the rights to license third party to use foregoing intellectual property or to transfer foregoing intellectual property. <PAGE> 5. REPRESENTATION AND WARRANTY 5.1 Party A hereby represents and warrants as follows: 5.1.1 that Party A is a limited liability company legally incorporated and effectively existing in accordance with law of PRC; 5.1.2 that Party A’s execution and performance of this Agreement is within its corporate power and business scope and Party A has taken necessary corporate actions and obtained appropriate authorization and has obtained requisite consent and approval from third parties and governmental authorities. Such execution and implementation is not in violation of any restriction of any PRC law or contract binding on or affecting it; and 5.1.3 that upon execution, this Agreement constitutes lawful, valid and binding obligation of Party A, enforceable in accordance with its provisions. 5.2 Party B hereby represents and warrants as follows: 5.2.1 that Party B is a limited liability company legally incorporated and effectively existing in accordance with law of PRC; 4.1.1 that Party B’s execution and performance of this Agreement is within its corporate power and business scope and Party B has taken necessary corporate actions and obtained appropriate authorization and has obtained requisite consent and approval from third parties and governmental authorities. Such execution and implementation is not in violation of any restriction of any PRC law or contract binding on or affecting it; and 5.2.2 that upon execution, this Agreement constitutes lawful, valid and binding obligation of Party B, enforceable in accordance with its provisions.
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