Upon acceptance of the Sales Order Form (“SOF”) in writing, orally, or by action, a binding contract shall be created between Amego Inc., a Delaware corporation (“Amego”) and you, the Customer, solely on the Terms and Conditions contained herein and including the terms contained in Amego’s SOF (collectively the “Agreement”).
1. Definitions.
(a) “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
(b) “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
(c) “Sensitive Data” means (i) Social Security number, passport number, driver’s license number or similar identifier; (ii) financial account information, (iii) information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, or data revealing sex life or sexual orientation; (iv) a minor’s Personal Data; (v) precise geolocation data; or (vi) health or medical information.
(d) “Services” has the meaning provided in Section 2(a).
(e) “Users” means individuals who are authorized by You to use the Services, or for whom subscriptions (if applicable) to the Services have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
(f) “We,” “Us” or “Our” means Amego Inc., a Delaware corporation and is synonymous with “Amego.”
(g) “You” or “Your” is synonymous with “Customer” who is the company or legal entity on whose behalf You are executing this Agreement. If You are an agency purchasing Services on behalf of Your clients, the terms “You” or “Your” shall include such clients, provided that You shall be responsible for such clients’ compliance with Your obligations under this Agreement for any breach of those obligations by such clients, and for payment for purchases of the Services on behalf of such clients.
(h) “Personnel” is defined as such Party's officers, directors, owners, employees, servants and agents, independent contractors and subcontractors.
2. The Services.
(a) Services. Amego will perform certain services and create and provide certain deliverables, as more particularly described in an SOF or multiple SOF’s, which will be entered into from time to time and, upon execution by the Parties, will be incorporated and made part of this Agreement (the "Services"). No obligation to provide any Services shall be incurred by Amego until such time that an SOF has been executed by authorized representatives of both Parties. The existence of these Terms and Conditions shall not be construed as imposing any obligation upon Amego to agree to an SOF or to otherwise perform any Services for the Customer.
(b) Change Orders. The Parties acknowledge and agree that during the term of the Agreement, the Services may be modified and/or expanded from time to time upon a written Change Order executed by authorized representatives of the Parties expressly referencing this Agreement (“Change Order”).
(c) Subcontractors/Consultants. Customer acknowledges and agrees that Amego may use subcontractors and consultants to perform the Services to be provided under this Agreement.
3. Non-Amego Services.
We or third parties may from time to time make available to You third-party products or services, including but not limited to non-Amego applications and implementation, customization, and other consulting services (“Non-Amego Services”).
(a) Disclaimer. Amego does not endorse, warrant or support Non-Amego Services. If You choose to use any Non-Amego Service in conjunction with the Services, You grant us permission to allow the Non-Amego Service and its provider to access Your data as required for the interoperation of that Non-Amego Service with the Services. Customer agrees to indemnify and hold Amego harmless from any third-party claims arising from Customer’s use of Non-Amego Services or Software.
(b) Integration with Non-Amego Applications. The Services may contain features designed to interoperate with non-Amego applications. To use such features, You may be required to obtain access to such Non-Amego applications from their providers. If the provider of any such Non-Amego application ceases to make the Non-Amego application available for interoperation with the corresponding Amego features on reasonable terms, We may cease providing such Amego features, and You will not be entitled to any refund, credit, or other compensation.
4. Customer Responsibilities.
Amego’s Services are dependent upon the timeliness, accuracy, and completeness of the information and representations that we receive from You, as well as your stated intended use of the Services. Providing Amego with inaccurate or incomplete information or representations may affect the Services you receive. Amego will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information. For these reasons, Customer hereby represents, warrants, and covenants that Customer shall be responsible for the following:
(a) You shall be responsible for User’s compliance with this Agreement.
(b) You shall be responsible for the accuracy, quality and legality of any electronic data, content, or information that has not been made publicly available, is owned or licensed by you, and is submitted to Amego by You or on Your behalf (“Customer Data”). All Customer Data provided to Amego is true, correct, and complete in all material respects.
(c) You shall be responsible for the means by which You acquired Customer Data.
(d) You shall provide sufficient access to all Customer Data as needed for Amego to perform the Services including but not limited to usernames, passwords or any other credentials necessary to access the Customer Data Amego needs to perform the Services. Customer agrees to comply with all reasonable requests of Amego as may be reasonably necessary for the performance of Services under this Agreement.
(e) You shall update Amego in a timely manner on any changes to Customer Data.
(f) You shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use. You shall not make the Services available to anyone other than Users except as expressly permitted by this Agreement.
(g) You shall use the Services only in accordance with this Agreement and applicable laws and government regulations and shall not use the Services to store or transmit infringing, defamatory, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
(h) You shall ensure that multiple Users shall not use the same login credentials to access the Services, and that no User shares his or her login credentials with another individual or User. If we determine that more than one User is using the same login credentials to access the Services, Amego has the right but not the obligation, at our sole discretion, to terminate this Agreement immediately upon notice to You, with no refund of amounts paid prior to the date of termination.
(i) You shall not sell, resell, rent, lease, or create derivative works based on the Services.
(j) You shall not use the Services to store or transmit Malicious Code.
(k) You shall not interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.
(l) You shall not attempt to gain unauthorized access to the Services or their related systems or networks.
(m) You are not a direct competitor of Amego and shall not use the Services for benchmarking for competitive purposes.
(n) You shall not submit to Amego or use the Services to collect, store or process any Sensitive Data, including, without limitation: (i) social security numbers, passport numbers, driver’s license numbers, taxpayer numbers, or other government-issued identification numbers, (ii) Protected Health Information, (iii) financial account information, or (iv) Nonpublic Personal Information, but excluding credit card information; or (ix) reverse engineer the Services.
(o) You warrant that You have validly entered into this Agreement and have the legal power to do so.
5. Payment.
(a) Fees. As compensation for performing Services, Customer will compensate Amego in accordance with the terms of any and all SOF’s entered into by the Parties.
(b) Taxes. Fees and Rates are exclusive of taxes, levies, duties, governmental charges, and expenses which amounts will be billed to, and paid by Customer. You are responsible for paying all taxes associated with Your purchases hereunder.
(c) Billing and Payment. Unless other billing and payment terms are provided for in an SOF, Amego shall prepare and submit invoices to the Customer via email for all Services performed and expenses incurred on a biweekly basis. Customer will pay invoices in U.S. dollars within ten (10) days of the date of Amego's invoice. Payments due hereunder must be immediately available funds made by wire transfer, certified check, bank check or such other method as may be agreed upon by Amego. Customer shall have no right of offset or withholding under this Agreement. Any amounts not paid by Customer when due to Amego shall be subject to interest charges, from the date due until paid, at the rate of one- and one-half percent (1.5%) per month, or the highest interest rate allowable by Law (whichever is less), payable monthly. If any amounts due to Amego from Customer becomes past due for any reason, Amego may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Amego's obligations under this Agreement.
6. No Warranty. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AMEGO MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND AMEGO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7. Proprietary Rights and Data Privacy.
(a) Reservation of Rights in the Services. Subject to the limited rights expressly granted hereunder, Amego reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
(b) Customer Data. As between You and Us, You shall own all Customer Data, as uploaded or otherwise input into the Service, and all intellectual property rights therein. You hereby grant to Amego a worldwide, perpetual, non-exclusive, royalty-free license during the term of this Agreement to aggregate Customer Data and to use Customer Data as so aggregated, solely for our internal use for the purpose of improving and optimizing the Services, and only so long as any such aggregation of Customer Data is anonymized and omits any Customer Data that would enable the identification of You, Your clients, or any individual, company, or organization therefrom. During the term of this Agreement, You grant to Us the right to use Customer Data to provide feedback to You concerning Your use of the Service.
(c) Suggestions. You hereby grant to Amego a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided to Us by You, including Users, relating to the operation of the Services.
(d) Marketing. You grant to Us the right to use Your service marks, trade names, logos, symbols, or brand names on our website and in Amego’s marketing materials.
(e) Data Privacy. You represent and warrant that your use of the Services will comply with all applicable laws and regulations. You are responsible for determining whether the Services are suitable for You in light of your obligations under applicable laws, such as the Health Insurance Portability and Accountability Act and the Health Information Technology for Economic and Clinical Health Act as amended (“HIPAA”), the Gramm-Leach-Bliley Act of 1999 as amended (“GLBA”), or data protection laws, such as the General Data Protection Regulation (GDPR) or the California Consumer Privacy Act (CCPA). Amego will not be liable if the Services do not meet those requirements. To the extent required by applicable laws, You acknowledge and agree that You are responsible for ensuring that any necessary notices with respect to and consents to the processing We conduct as part of the Services are obtained. If Customer processes personal data through the Service, the Amego Data Processing Addendum is incorporated into and forms part of this Agreement.
(f) Sensitive Information. You acknowledge and agree that you are prohibited from uploading to the Services: (i) Social Security numbers, passport numbers, or other government-issued identification; (ii) protected health information as defined by HIPAA; (iii) Nonpublic Personal Information; or (iv) information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, or data revealing sex life or sexual orientation.
(g) Subprocessor Notice. Amego may engage subprocessors to assist in providing the Service. A current list of subprocessors will be made available by Amego, and Amego will provide notice of material changes to subprocessors as described in the Data Processing Addendum.
(h) Audit Rights. Amego maintains appropriate security and compliance documentation regarding its processing of Customer Data. Audit rights and related compliance verification are governed by the Data Processing Addendum.
Privacy Policy. To the extent Amego processes Personal Data on Customer’s behalf, such processing is governed by the Amego Data Processing Addendum and applicable data protection laws. As a processor on your behalf, You and Amego shall be subject to and shall comply with Amego’s Privacy Policy, which is incorporated into and forms an integral part of this Agreement. The Amego’s Privacy Policy sets out Your obligations with respect to data protection when processing Your Sensitive Information on Your behalf in connection with the Services.
8. Confidentiality.
(a) Definition of Confidential Information. The Parties acknowledge that by reason of their relationship to the other hereunder, each may disclose or provide access (the "Disclosing Party") to the other Party (the "Receiving Party") certain Confidential Information. "Confidential Information" shall mean (i) information concerning a Party's products, business and operations including, but not limited to, information relating to business plans, financial records, customers, suppliers, vendors, products, product samples, costs, sources, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements, pricing, price lists, product white paper, product specifications, Trade Secrets, procedures, distribution methods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-how or other intellectual property, of a Party and its affiliates that may be at any time furnished, communicated or delivered by the Disclosing Party to the Receiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) information acquired during any demonstrations; and (iv) all other non-public information provided by the Disclosing Party hereunder. In no event shall Amego's use or disclosure of information regarding or relating to the development, improvement, or use of any of Amego's products or the Services be subject to any limitation or restriction. All Confidential Information shall remain the property of the Disclosing Party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
(b) Protection of Confidential Information. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
(c) Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
(d) Unauthorized Use or Disclosure of Confidential Information; Equitable Relief. In the event the Receiving Party discovers that any Confidential Information has been used, disseminated, or accessed in violation of this Agreement, it will immediately notify the Disclosing Party; take all commercially reasonable actions available to minimize the impact of the use, dissemination, or publication; and take any and all necessary steps to prevent any further breach of this Agreement. The Parties agree and acknowledge that any breach or threatened breach regarding the treatment of the Confidential Information may result in irreparable harm to the Disclosing Party for which there may be no adequate remedy at law. In such event the Disclosing Party shall be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement, in addition to all other remedies available in Law or at equity.
9. Indemnification. Each party (the "Indemnifying Party") will indemnify, defend, and hold the other party, its officers, directors, employees, and/or shareholders, harmless from any damages, losses, liabilities, claims, costs, and expenses (including reasonable attorneys’ fees), arising out of any third-party claim relating to: (i) the Indemnifying Party’s material breach of this Agreement; (ii) the Indemnifying Party’s violation of applicable law; or (iii) the fraud, or willful misconduct of the Indemnifying Party or its employees or agents. For clarity, this Section applies only to claims brought by third parties. The Indemnifying Party's obligations under this Section will be subject to being provided by the other party with prompt written notice of the event giving rise to an indemnity obligation, providing reasonable cooperation and assistance in the defense or settlement of any claim (at the Indemnifying Party's sole cost and expense), and granting the Indemnifying Party control over the defense and settlement of the same. Failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by such failure. With respect to this Section, in the event the Indemnifying Party fails to provide a reasonably sufficient defense of an indemnified claim, the other party may, after written notice to the Indemnifying Party, retain its own legal counsel and provide its own defense with respect to the indemnified claim, and the Indemnifying Party will reimburse all reasonable attorneys' fees and expenses for such defense. The Indemnifying Party will have the right to consent to any settlement or judgment that is binding upon the Indemnifying Party.
10. Services Limitations. Customer acknowledges that the Services rely on third-party platforms, networks, and data sources. Amego will use commercially reasonable efforts to select, manage, and monitor such third-party providers as part of the Services. Amego remains responsible for the provision of the Services in accordance with this Agreement; however, Amego shall not be liable for delays, failures, or inaccuracies caused by third-party systems or Customer-provided data that are outside of Amego’s reasonable control. Customer is responsible for verifying the accuracy of Customer Data and for its use of the Services.
11. Limitation of Liability.
(a) Actions. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, OR DAMAGE TO GOODWILL, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, INFRINGEMENT OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
(b) Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO AMEGO UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) Excluded Claims. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO: (i) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9; (ii) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; OR (iii) A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.
12. Termination.
(a) Term. The Term of this Agreement begins on the Effective Date and continues until all Services and/or subscriptions (if applicable), including any renewal terms have expired or been terminated. The Effective Date is the date the Customer executes the SOF.
(b) Termination for Breach. Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured: (i) in the event of a monetary breach, ten (10) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach, after thirty (30) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.
(c) Obligations upon Termination. Termination of this Agreement for any reason shall not discharge Customer from amounts unpaid at the time of such termination. Customer shall pay Amego for all Services rendered prior to the effective date of termination. Upon termination, Amego will delete all Customer Data upon request. Amego has the right, but not the obligation, to delete Customer Data at any time after thirty (30) days following termination of this Agreement.
13. Relationship of the Parties. The relationship of the Parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party's employees or agents. Each of the Parties is an independent contractor and neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties, or commitments on behalf of the other Party, or otherwise act on behalf of the other. The Agreement shall not be construed as constituting either Party as partner, joint venture or fiduciary of the other Party or to create any other form of legal association that would impose liability upon one Party for the act or failure to act of the other Party, or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the other Party. Each Party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.
14. Force Majeure. If Amego is delayed in the execution of the Services due to any cause beyond Amego’s control (including, but not limited to, acts of God, strikes, technological or electrical failure, lockouts or other industrial disturbances, fire, flood, explosion and laws, rules, regulations or orders of any Government authority or delays caused by any other person, company or authority), Amego shall be entitled to a reasonable extension of time to complete the Services while such cause exists.
15. Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of Law of such state. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Palm Beach County, Florida. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.
16. Attorney's Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney's fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
17. Collection Expenses. If Amego incurs any costs, expenses, or fees, including reasonable attorney's fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Customer agrees to reimburse Amego for all such costs, expenses and fees.
18. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.
19. Severability. If any provision or portion of this Agreement shall be rendered by applicable Law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
20. Survival. Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement. Additionally, Sections relating to payment, confidentiality, indemnification, limitation of liability, and any other provisions that by their nature should survive shall survive termination.
21. Notices. All notices or other communications required under this Agreement shall be in writing and shall be deemed effective when received and made in writing by either (i) hand delivery, (ii) registered mail, (iii) certified mail, return receipt requested, or (iv) overnight mail, addressed to the Party to be notified at the address provided in the SOF. An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Agreement if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party.
22. Waiver. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.
23. Entire Agreement; Modification. This Agreement, and any/all SOF’s, is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic, or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. Customer acknowledges and agrees that they are not relying upon any representations or statements made by Amego or Amego's employees, agents, representatives, or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement.
24. Export Compliance. The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use the Services in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Russia, Sudan, or Syria) or in violation of any U.S. export law or regulation.
25. Authorized Signatories. It is agreed and warranted by the Parties that the individuals signing this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required.