Terms of Service Agreement

Effective December 8, 2022, unless superseded by an executed written agreement, any person or company (CUSTOMER) bringing livestock or meat to Lorentz Etc. Inc. DBA Lorentz Meats (LORENTZ), located at 705 Cannon Industrial Boulevard in Cannon Falls, Minnesota, for the purpose of livestock and/or meat processing will be subject to the following terms of service. Customer agrees to these terms by the act of bringing such livestock or meat to Lorentz for processing.

1. Slaughter
   • Once both parties agree to a slaughter start date and volume delivery schedule, Customer has reserved the slaughter time, measured by number of animal head per day (the “Scheduled Volume Commitment”). Customer will deliver loads equal to, up to ten percent (10%) more, or 10% less than the Scheduled Volume Commitment for any scheduled delivery date.
     • If Customer delivers less than 10% of the scheduled head for the day, Lorentz will charge Customer a fee of $150 per head below 10%, unless otherwise agreed to in writing by Lorentz. If Customer does not deliver any animals on a scheduled delivery date, Lorentz will charge Customer $150 for each scheduled head. If Customer delivers equal or less than 10% of the scheduled head or equivalent for three or more consecutive weeks, or consecutive deliveries if not delivered weekly, Lorentz reserves the right to reduce Customer’s reserved slaughter time to the average of the actual deliveries made during that time frame, unless the reduced delivery amounts are agreed to by both parties.
     • If Customer delivers more than 10% of the Scheduled Volume Commitment for any scheduled delivery date or more than 9 head, whichever is less, without pre-approval by Lorentz, Lorentz cannot guarantee the additional animals will be slaughtered or processed with the scheduled load. In this situation, Lorentz is not responsible for any missed shipping dates or any other failure related to the additional animals and may impose a penalty consisting of a $150 per head fee to address the additional animals.
   • Increases to regular slaughter volume may be approved by Lorentz with at least 3 months’ notice and must be accompanied by proportionate increases in further processing orders, unless otherwise agreed by both parties.
   • Customer must provide any necessary affidavits prior to delivery of animals, including an affidavit certifying compliance with the claimed raising protocol and any other regulatory requirements and listing the identification of each head of animal in each lot received by Lorentz. Lorentz will not slaughter until all such affidavits are received. Lorentz is not responsible for any losses caused by delays due to missing affidavits. Customer is responsible for validating the accuracy of any animal raising claims, such as grass-fed, organic, etc., that will appear on final product labels. Lorentz requires either a 3^rd party audit certification or a detailed raising protocol which supports any raising claims. Lorentz will not be liable for any damages, costs, or losses due to falsified documents from Customer or Customer’s producers or other representatives relating to raising claims and such falsification shall be considered a breach of this Agreement by Customer.
   • Lorentz will provide proper care and handling of livestock; however, Lorentz will not be liable for livestock harmed or dead prior to time of stunning, other than any harm caused by Lorentz’s facility, improper care, or negligent mishandling.
   • Other than as provided above, Customer will be responsible for any costs or losses caused prior to stunning by livestock brought by Customer to a Lorentz facility, such as livestock arriving to a Lorentz facility harmed or dead or livestock harming self or other livestock while disembarking or while in barns, pens, or chutes. Such costs or losses include, but are not limited to, cost of removal or disposal of affected livestock, operational costs due to delays, and employee wages.
   • Lorentz assumes responsibility for livestock and their products only from the time of stunning until meat products leave Lorentz’s possession. Lorentz shall not be responsible or liable for any actions taken by USDA or other governmental authorities, regarding ante- and post-mortem carcass inspection, such as carcass or partial carcass condemnation or bacteria loads as described in Section 6.2.
   • Customer is responsible for any livestock, carcasses or partial carcasses that the USDA or other governmental authorities condemn, as well as for any animal that Customer delivers with a zoonotic disease/bacterial load. If Customer delivers an infected animal that affects other animals not owned by Customer, Customer will be liable for all those animals affected. In such an event, Customer agrees to cover reasonable market price, or equivalent, of affected animals and all reasonable associated costs incurred by Lorentz for disruption of operations including disposal of livestock, employee wages, facilities overhead costs, any legal fees, and loss of packaging or other materials. The length of time of any disruption of operations is understood to mean the period from the identification of the zoonotic disease/bacterial load to the restarting of normal processing activities. In the event of any such disruption, Lorentz will use commercially reasonable efforts to resume normal processing activities as soon as practicable.
   • In any event, if livestock are harmed due to the actions or omissions of Lorentz, Lorentz will be liable only to the extent of the fair market wholesale value of the livestock.
   • Lorentz may provide a courtesy live weight. If provided, the live weight is not certified. Hanging weight is a certified weight and the basis of by-weight billing.
   • After livestock slaughter, Lorentz shall gain ownership of all offal and by-products, unless otherwise agreed by both parties. Offal and by-products shall maintain any attributes, certifications, and special claims as the rest of the carcass regardless of ownership. Lorentz may offer a credit, at its sole discretion, for offal/by-products retained by Lorentz or may assess a fee for offal/by-products retained by Customer.

 

2. Processing and Packaging
   • Customer shall provide cutting instructions prior to processing.
   • Lorentz agrees to process and package meat product to specifications as agreed by both parties within limitations due to, but not limited to, standard equipment settings, standard packaging materials, timing of other order demands, any actions taken by the USDA or other governmental authorities or other unforeseeable events. In any event, Lorentz will provide commercially reasonable efforts to timely and completely fulfill Customer’s order.
   • If Customer provides meat for processing, as opposed to livestock, Customer will provide a Certificate of Analysis (COA) or Letter of Guarantee acknowledging their intervention and verification steps for the control of pathogenic coli., as required.
   • If Customer provides meat for processing, as opposed to livestock, Customer will provide meat that meets specifications, including food safety and quality specifications, according to the type of product to be produced. If Customer delivers raw materials to Lorentz that are discovered to be of an unsuitable safety or quality or do not meet specifications Customer agreed to deliver, Customer is responsible for all processing expenses and meat costs. This may include, but is not limited to, processing costs, additional processing costs, handling and disposal by Lorentz, and/or fair market wholesale value, or equivalent, of any other meat contaminated by the unsuitable meat. Lorentz will use commercially reasonable efforts to mitigate loss or costs, but will not be responsible for any loss or delays due to raw materials not meeting specifications.

 

3. Further Processing and Packaging
   • Order Lead Times: Further processing orders must be submitted as agreed to by both parties. Changes to orders after the described deadlines must be confirmed by Lorentz and will be accommodated if confirmed.
   • Lorentz guarantees volume based on pre-approval by Lorentz. If Customer orders more volume than approved, Lorentz cannot guarantee the additional volume will be completed with the rest of the order and is not responsible for any missed shipments. If Customer delivers more raw product than approved, Lorentz may charge Customer a fee for storage and handling of the additional product. If Customer orders less or delivers less raw product than approved for 3 consecutive weeks or 3 consecutive orders, Lorentz reserves the right to reduce the guaranteed volume.
   • If Lorentz, as opposed to customer, provides meat for further processing orders, Lorentz will ensure meat is appropriate for the type and quality of product ordered by Customer. Lorentz agrees to provide Customer with reasonable documentation as to the source and fitness of meat upon request.
   • Customer will be fully liable for any and all meat product brought to the Lorentz facility by Customer that will not be fully unwrapped and processed, such as the re-boxing of products that were vacuum packaged at a non-Lorentz facility. Further, Customer will be liable for any animal, meat, meat product, other raw ingredients or packaging at a Lorentz facility negatively affected by such product brought by Customer.
   • For any raw meat material slaughtered at a non-Lorentz facility, delivered by or at Customer’s request, for further processing and/or packaging only, Lorentz will have no responsibility for any positive coli results. Customer will be charged for packaging, removal from packaging and any further processing determined by Lorentz to be appropriate for mitigating loss.
   • Recipes
     • Recipes provided by Customer will remain under Customer’s ownership.
     • Recipes developed by Lorentz for which Customer specifically requested a proprietary recipe and has paid for the research and development and approved a final sample will be owned by Customer. The final recipe will be provided by Lorentz to Customer.
     • Recipes developed by Lorentz for which Customer has not paid for the research and development will be owned by Lorentz. The recipe will not be provided to Customer.
     • Regardless of ownership, all recipes are subject to Section 15 of this agreement.

 

4. Shipping and Receiving
   • Generally, shipping and receiving costs are figured into the processing fees. Lorentz may alter the processing fee or add an additional fee to cover special handling requests outside of Lorentz’s standard operating procedures. Such changes shall be provided for approval by Customer prior to implementation.
   • Finished product must be picked up within one week. Delays in shipping finished product not caused by Lorentz will constitute storage and require a reasonable fee, including any applicable taxes, to be paid by Customer. Also, Lorentz may charge a penalty for delays caused by Customer resulting in extended storage of work in progress.
   • Inventory reports of finished goods and/or materials will be provided on a regular basis upon Customer’s request. Lorentz reserves the right to assess a fee for such inventory reports.
   • Lorentz will handle all Customer materials safely. For damage to Customer materials caused by Lorentz during loading, unloading, or moving internally, Lorentz will be liable only for the lesser of (a) the actual cost of raw materials or packaging or (b) fair market wholesale value of finished goods. Lorentz shall not be responsible for materials delivered damaged.
   • Once product leaves the control of Lorentz, Lorentz is not responsible or liable for any damage or any actions that could compromise the safety or quality of the product, including improper storage, handling, or display.

 

5. Labeling and Packaging
   • Labels must be accepted on-site before production can be scheduled. Labels must be USDA approved, listing Lorentz as an additional processor, and the approval package must be in Lorentz’s possession before labels can be accepted by Lorentz.
   • Processing fees generally include the equivalent of packaging product in film, application of a front and back label and placement in a case box. Processing fees may be increased for special packaging requests, such as those that require additional or extended touches (application of additional stickers, complicated sleeves, placement in additional display box, etc.).
   • Customer is responsible for and will incur all expenses associated with the development, design, artwork, copy and printing of all package labels, including USDA label approval, and any special packaging, including case boxes. Further, Customer warrants labels will not infringe intellectual property rights of any third party. Generally, Lorentz will provide box and case labels, including set up, unless specifically requested and supplied by Customer.
   • Lorentz may charge additional fees if requested to assist with label development and/or approval, with reasonable notice of such charges. Generally, standard label set up for box and case labels provided by Lorentz will not incur an additional fee.
   • Each party is responsible for maintaining adequate inventory of labels they provide. Customer is responsible for monitoring their label quantities, reordering as needed, and anticipating upcoming increases due to seasonality, special promotions, etc. Lorentz is not responsible for missed production due to depletion of Customer supplied labels, unless such depletion is due to Lorentz error causing label loss greater than 5%.
   • Lorentz will provide space on site for reasonable packaging and label inventory, but reserves the right to charge for storage of excessive inventory, including any applicable taxes. Also, Lorentz may charge for management costs associated with labels and packaging, including organization of customer-specific boxes, set up and maintenance of special printing, oversight of complex packaging requests, and label count requests. Lorentz reserves the right to determine reasonable packaging inventory and requests and will use commercially reasonable efforts to provide prior notice of additional charges to Customer.
   • Lorentz reserves the right to dispose of Customer’s labels and/or special packaging after six months from the last date of production of that product for Customer, unless otherwise agreed to in advance. Any returns of such packaging prior to disposal will be at Customer’s expense. Lorentz will dispose of all packaging if the Lorentz USDA establishment number is printed on the packaging.
   • Customer is liable for any and all loss or damages, including reasonable attorneys’ fees, due to labeling errors, including misprinted labels, falsely printed labels, or unapproved labels. Customer will not be liable, however, if Lorentz misprinted labels or mislabeled product, unless such misprinting or mislabeling was directed by Customer. Customer is responsible for any operational costs incurred by Lorentz in correcting mislabeled product unless mislabeling was solely the fault of Lorentz.

 

6. Food Safety and Quality
   • Lorentz is not responsible or liable for any safety and quality defects in meat products, other than those related to chemical, physical or biological hazards as controlled by Hazard Analysis and Critical Control Points (HACCP) or those related to cutting, trimming, grinding, stuffing, curing, cooking, or packaging, while meat is under the control of Lorentz. In such event, Lorentz will be liable only to the extent of the fair market wholesale value of the raw materials.
   • Lorentz shall not be responsible for extraordinary biological hazards with incoming loads that can reasonably be attributed to causes outside of Lorentz’s facility or processes or that exceed Lorentz’s validated interventions. Additionally, if another customer’s product is implicated or contaminated, Customer shall be liable for and shall defend, indemnify, and hold harmless Lorentz for all losses as a result.
   • Lorentz will have no responsibility for any foreign objects originating in raw materials delivered by Customer or at Customer’s request. Foreign objects include, but are not limited to, bone, hair, plastic, metal and any other matter either inedible or not in final product ingredient list. In such instances, Lorentz will communicate with Customer and may offer commercially reasonable efforts to mitigate loss.
   • For raw materials with incoming approved label claims, including livestock, meat, or trim slaughtered at a non-Lorentz facility, spices, or other ingredients, Lorentz is responsible only for ensuring incoming product label claims support finished goods label claims. Lorentz is not responsible for costs or other damages associated with recalls, withdrawals, etc. due to misbranding, or other misinformation, associated with false or misleading claims made outside of Lorentz’s control.
   • Release of Product:
     • If Customer gains possession of product prior to return of microbiological testing results to Lorentz (a Rolling Release) or if Customer is instructed to hold product for any other reason by Lorentz, Customer agrees to hold product until notified by Lorentz of a passing test or further instruction. If Customer breaches this term, Lorentz will have no liability for any and all costs, damages, or losses to Customer and Customer will be liable to Lorentz for all costs incurred by Lorentz related to the release, including court costs, reasonable attorneys’ fees, loss of business, and any associated fees or fines.
     • Lorentz will not be responsible or liable for the use, distribution, sale, or any other disbursement, legal or otherwise, of samples provided by Lorentz to Customer. However, Lorentz will be liable for harm caused by a defect directly associated with a failure in Lorentz’s food safety program while producing requested samples, but only to the extent that disbursement of the sample by Customer was legal.
   • Lorentz tests each combo of meat intended for grind produced from carcasses slaughtered at a Lorentz facility for pathogens. Certificates of Analysis are available upon reasonable request. If further testing is required by Customer or by law, Lorentz may charge accordingly.
   • Lorentz will comply with and maintain product standards, including regular third-party audits, required by retailers identified by Customer and agreed to by Lorentz for all products manufactured, processed, packaged and stored at Lorentz.

 

7. Product Development; Changes
   • Product Development: Lorentz reserves the right to assess fees for product, packaging and label development. Any development fees assessed will be discussed and agreed to by Customer prior to service.
   • Changes: If either party changes or has reason to change the product recipe, formulation, labels, or other attributes in any way, the other party will be informed and both parties must come to an agreement in writing before any such changes will be implemented. No changes will be implemented that may pose a threat to food safety or may create an unreasonable burden on either party. All changes require sufficient notice, to be determined in the reasonable discretion of Lorentz depending on the nature of the change, but in no event less than 30 days. Lorentz shall not be responsible for missed production dates or finished products that do not meet product specifications based on attribute changes requested without sufficient notice in accordance with this Section. Lorentz may adjust original processing fees based on the changes and reserves the right to assess an additional change fee for excessive change requests.
   • New Products: Lorentz and Customer recognize market changes and market opportunities may require new products from time to time. Lorentz and Customer shall reasonably cooperate to balance potential success/volume of the new product with the production process, taking into consideration new processes, packaging, testing, etc., to determine priority, timeline, and any adjustments to guaranteed volumes.

 

8. Additional Processing Terms

• • Process Ownership: Lorentz owns all processes involved with production unless otherwise agreed to in writing by both parties.
  • Materials: Lorentz shall maintain adequate quantity of production materials supplied by Lorentz, including raw materials, packaging, and labels, based on Customer’s projected requirements. Lorentz shall not be responsible, however, for delays in production due to issues out of Lorentz’s control, such as a supplier’s unexpected failure, inadequate supply of Customer provided labels, or a Force Majeure Event. Lorentz agrees to hold Customer materials and finished products in good condition, subject to normal deterioration.  Lorentz will control inventory using FIFO (first in, first out) methodology unless specifically requested otherwise by Customer.  Materials provided by Lorentz shall remain the property of Lorentz; materials provided by Customer shall remain the property of Customer, subject to Sections 4 and 5.
  • Incoming Raw Materials: Along with other requirements in preceding sections of this Agreement, incoming raw materials provided by Customer must meet the specifications for the job agreed to by both parties, including volume, condition, and degree of processing completed. Lorentz does not guarantee a complete project if raw material arrives other than agreed. Lorentz will not be responsible for missed shipping dates, loss of product, or any other loss associated with materials that do not conform to this Agreement. Lorentz will be responsible only for losses caused by raw materials sourced by Lorentz, and any such liability will be limited to the raw material costs, processing fees, or fair market wholesale value of finished goods, whichever is least. Lorentz will use commercially reasonable efforts to complete a job and mitigate any loss.
  • Holiday Weeks: Lorentz observes six major holidays (New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day). Holiday weeks will be scheduled independently from this Agreement and will be agreed to in advance by both parties. Schedule adjustments may include shifting production to a different day and/or reducing production for the week.
  • Consulting: Business development and/or consulting services are not covered under this Agreement and shall be negotiated separately, if desired.

9. Reserved
10. Reserved

 

11. Non-conformance; Rejection of Product:

11.1    Non-conformance of final product shall include failure to produce to the product specifications, or the specifications, such as weight requirements, otherwise provided in writing, as well as those that are the result of a failure to deliver on the warranties and representations provided to Customer by Lorentz within its HACCP plan.

11.2    Customer may reject products for non-conformance as follows:

11.2.1 For rejected product that can be repaired by relabeling or repackaging, Lorentz will be responsible for all shipping/receiving and storage costs (if any) associated with the repair by Lorentz.

11.2.2 For rejected product that cannot be repaired by relabeling or repackaging, Customer shall be entitled to reimbursement to recover Customer’s cost of the goods plus Lorentz processing fees (if charged), plus shipping/receiving and storage fees (if any) associated with the rejected product.

11.2.3 Both parties are interested in mitigating opportunities to prevent or reduce any waste of product. If Lorentz proposes a possible re-working of rejected product into either a different final product or into an ingredient to be used by Customer for a different final product, Customer agrees to reduce any loss above by the recovered value of the re-worked product.

11.3    Lorentz shall have the reasonable opportunity to investigate any report of non-conformance prior to approving repair, reimbursement, or proposing re-working, but may not willfully delay a resolution. Instances of rejected product will be handled by Lorentz on a case-by-case basis. When investigating reports of non-conformance, Lorentz shall also take into consideration third-party actions beyond Lorentz’s control, including transport, storage, or display conditions once product is out of Lorentz’s control or retailer rejections implicating more than the non-conforming product.

 

12. Indemnities: Each party shall defend, indemnify, and hold harmless the other party from and against all losses, including claims of third parties, to the extent arising out of (a) a party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a breach by a party of any of its representations, warranties, covenants, or agreements under this Agreement. The obligations under this paragraph shall survive the expiration or termination of this Agreement.

 

13. Insurance: Each party shall maintain at all times appropriate insurance coverage, including General Liability, Workers’ Compensation, and Product Recall. Each party shall deliver to the other a certificate showing compliance with the insurance requirements agreed to. Failure of any party to demand evidence of full compliance or to identify a deficiency from evidence provided shall not be construed as a waiver of the other party’s obligation to maintain such insurance.

 

14. Force majeure

14.1    If a Force Majeure Event occurs, the party that is prevented from performing any one or more obligations under this Agreement (the “Nonperforming Party”) will be excused from performing those obligations, on condition that it complies with its obligations under Section 14.3.

14.2    For purposes of this Agreement, “Force Majeure Event” means any event or circumstance which is outside the reasonable control of the Nonperforming Party and which is not attributable to any act or failure to take preventative action by the Nonperforming Party, including: fire; flood; violent storm; pestilence; explosion; malicious damage; pandemic; armed conflict; acts of terrorism; nuclear, biological or chemical warfare; or any other disaster, natural or man-made, that was not caused by the Nonperforming Party and that prevents it from complying with any of its obligations under this Agreement (other than an obligation to pay money), on condition that the Nonperforming Party uses reasonable efforts to do so.

14.3    Upon the occurrence of a Force Majeure Event, the Nonperforming Party shall promptly notify the other party of such occurrence, its effect on performance, and how long the Nonperforming Party expects the Force Majeure Event to last. Thereafter, the Nonperforming Party shall update that information as reasonably necessary. During a Force Majeure Event, the Nonperforming Party shall use reasonable efforts to limit damages to the other party and to resume performance under this Agreement.

 

15. Confidentiality: During their business relationship, each party may disclose to the other party information which the disclosing party considers proprietary and confidential, including the terms of this Agreement, manufacturing or processing methods, recipes, business and technology plans, distribution strategies, sales, costs, pricing, marketing, customers, suppliers, and research and development (collectively “Confidential Information”). The parties agree that all Confidential Information shall be used by the receiving party solely for the purposes contemplated by this Agreement and shall be kept strictly confidential, unless prior written consent is provided or if required to comply with applicable laws, regulations, orders, or other legal processes. If a separate nondisclosure agreement or other confidentiality agreement exists between the parties in relation to this relationship, that agreement will be considered incorporated into this Agreement.

 

16. Independent Contractors: Each party acknowledges and agrees that (a) it is an independent contractor and not an employee, agent, or representative of the other party, and (b) it is not authorized to assume or create any obligation or responsibility on behalf of the other party. Neither party, nor any of its employees, agents, or representatives, shall misrepresent such status or authority.

 

17. Assignment: This Agreement shall not be assigned, in whole or in part, by either party without the written consent of the other party; provided, however, that such consent shall not be unreasonably withheld. This Agreement shall be binding on and inure to the benefit of the parties, their successors, legal representatives, and permitted assigns.

 

18. LIMITATION OF LIABILITY: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY SHALL HAVE ANY LIABILITY UNDER THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF USE, LOST REVENUES, DAMAGE TO GOODWILL OR REPUTATION, LOSS OF BUSINESS OPPORTUNITY, OR OTHER SPECULATIVE DAMAGES, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. Unless otherwise stated in this Agreement, Lorentz’s liability shall be limited to the actual cost of raw materials or the fair market wholesale value of finished goods, and Customer’s liability shall be limited to outstanding processing fees owed to Lorentz, except where otherwise indicated in this agreement. Fair market value will be determined by reference to the spot market for similarly situated livestock, raw materials, or finished goods on the date any such damages arise.

 

19. MISCELLANEOUS

19.1    Governing Law and Venue: This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota.  Lorentz and Customer submit to the exclusive jurisdiction and venue of the state or federal courts in the State of Minnesota for any legal action arising from or connected with this Agreement.

19.2    Complete Agreement: Customer and Lorentz agree this Agreement constitutes the entire agreement between the parties and supersedes any other agreement, written or oral, previously entered between the parties.

19.3    No Waiver/Remedies Cumulative: The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter; nor shall waiver of a breach of any provision constitute a waiver of the provision itself. Unless otherwise provided in this Agreement, all remedies will be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

19.4    Amendments: This Agreement may not be amended, supplemented, or modified in any respect without further written agreement of both parties referencing this Agreement, signed by their respective authorized representatives.  If any operating standards, procedures, manuals, or any other documents of either party (or if form language in either party’s forms such as purchase orders, bills of lading, etc.), regardless of whether signed by a representative of the other party, contain any provisions that purport to impose obligations on the other party not imposed by this Agreement, such provisions shall have no force or effect.

19.5    Severability: If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced, all other terms or provisions shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated are not affected in a manner materially adverse to either party. Upon such determination, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible.

19.6    Reserved

19.7    Compliance with Laws: Each party shall comply with all federal, state, and local laws, rules, and regulations that apply to its performance under this Agreement, including possessing and maintaining all necessary permits and licenses.

19.8    Attorney’s Fees: In the event of any controversy, claim, or dispute between the parties arising out of or related to this Agreement, including performance or nonperformance, the prevailing party shall be entitled to recover from the losing party reasonable attorneys’ and experts’ fees and expenses and other costs reasonably incurred by the prevailing party.

19.9    No Release/Survival: Termination of this Agreement for any reason shall not relieve either party of any obligation accruing or arising prior to such termination.

19.10  Notice: Any notice required by law or otherwise will be sent to the address of the parties as listed in the signature lines.

19.11  WAIVER OF JURY TRIAL: EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LITIGATION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED ADVICE OF COMPETENT COUNSEL WITH RESPECT TO THIS WAIVER.