Leadhership Network for Women Sponsor Terms & Conditions

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This Sponsorship Agreement (“Sponsorship Agreement”) for Leadhership Network for Women (“Event”) between “Arc network LLC” (“ARC”) and the Company executing this Sponsorship Agreement (“Sponsor”), including these Sponsorship Agreement Terms and Conditions (“Terms and Conditions”), plus any additions or amendments thereto that may hereafter be established by ARC, all of which are hereby incorporated and integrated by reference into and form essential terms and conditions of this Sponsorship Agreement to the same extent as if set forth in full in this Sponsorship Agreement. This Sponsorship Agreement, including these Terms and Conditions and any additions or amendments thereto are hereinafter collectively referred to as the/this “Sponsorship Agreement”.

These Terms and Conditions set forth the terms and conditions by which the undersigned Sponsor agrees to be a sponsor for certain programs (hereinafter each sponsored program is referred to as a “Sponsored Program” in the singular, and “Sponsored Programs” in the plural) for the Event. These Terms and Conditions shall be binding and fully enforceable on Sponsor and its directors, officers, employees and agents upon Sponsor’s execution and return of the Sponsorship Agreement to ARC.

Sponsorship Program opportunities for the Event may be limited in availability and on a “first come, first served basis,” so time is of the essence in executing and returning the Sponsorship Agreement to ARC. Sponsor must adhere to all ARC payment deadlines, and the Terms and Conditions stated below to maintain eligibility and receive the Sponsorship Program opportunities described in this Sponsorship Agreement.

I. SPONSORSHIP

• Sponsor. Subject to this Sponsorship Agreement, ARC hereby designates Sponsor as an official Event sponsor for the Sponsored Program.
• Sponsor acknowledges and agrees that this Sponsorship Agreement is not intended to address or be binding on any other events, tradeshows, exhibitions or conferences that ARC currently or in the future produces, owns, manages or sponsors. Sponsor acknowledges and agrees that any transfer of this Sponsorship Agreement to any other ARC related event must receive the prior written approval of ARC, which approval may be withheld at ARC’s discretion.
• Any Artwork to be provided by Sponsor may be submitted in a format specific by Arc with a proof. It is the responsibility of the Sponsor to supply the appropriate artwork by the given deadline, or any increase in price will be passed on to Sponsor which is in addition to the already agreed upon Sponsorship Fee.

II. SPONSORSHIP FEE

• Sponsorship Fee Payment Processing Requirement. The Sponsorship Agreement will not be accepted or processed without the requisite Sponsorship Fee first payment or full payment, as applicable.
• Sponsorship Fee Payment. In consideration of the sponsorship opportunities and licenses granted herein, Sponsor shall pay ARC the sponsorship fee as set forth in this Sponsorship Agreement (the “Sponsorship Fee”).
  100% of the sponsorship fee is due on execution of the contract and is non-refundable
• Sponsorship Fee Payment Deadlines. If Sponsor fails to make any required Sponsorship Fee payment by the scheduled deadline date, then Sponsor shall lose its right to participate as an Event Sponsor and will be denied gain access to the Sponsored Program opportunities and the Event which is the subject of this Sponsorship Agreement. Further, Sponsor will have been deemed to have forfeited the entire Sponsorship Fee amount paid or owed to ARC under this Sponsorship Agreement, without recourse. Additionally, Sponsor shall be responsible for the entire Sponsorship Fee and any fees, costs or expenses (including attorney’s fees and/or collection fee) ARC incurs to recover the entire Sponsorship Fee amount owed to ARC. Sponsor shall only be entitled to a partial refund of the Sponsorship Fee, only in the circumstance of a written notice of termination as stated in Article III.4. below.

III. TERM; TERMINATION

• Effective Date. This Agreement shall be deemed to be effective as of the date Sponsor executes the Sponsorship Agreement and shall expire at the conclusion of the Sponsored Program, unless terminated earlier in accordance with the Terms and Conditions herein.
• Cancellation: If Sponsor cancels all or any part of the Sponsorship Program after Sponsor executes and returns this Sponsorship Agreement, unless the Sponsorship Agreement is rejected by ARC in a written notice to Sponsor, Sponsor shall not be entitled to any refund and shall remain liable for one-hundred percent (100%) of the Sponsorship Fee regardless of the date of notice of cancellation. Sponsor acknowledges and agrees that the Sponsorship Fee payment made or owed to ARC has been fully earned and non-refundable in consideration for expenses incurred by arc and its lost or deferred opportunity to provide Sponsored program opportunities to others. All cancellation payments that may become due are acknowledged by Sponsor as reasonable liquidated damages and not as a penalty and are not applicable toward any future ARC Events or programs or services. ARC will invoice Sponsor for all applicable cancellation payments. Cancellation payments are due immediately upon invoice receipt.
  • Notice of Cancellation and Refunds. Sponsor must notify ARC, in writing of cancellation of this Sponsorship Agreement. Sponsor acknowledges and agrees that ARC, at its sole and absolute discretion, has the right to retain 100% of the Sponsorship Fee due and payable to ARC, as stated in this Sponsorship Agreement as reasonable compensation to ARC for providing the sponsorship opportunity, reserving the sponsorship program for Sponsor, and/or expending time and other resources up to the date of cancellation, and as a valid and reasonable pre-estimate of damages suffered by ARC due to cancellation by Sponsor and not as a penalty.
• Breach of Agreement. ARC may immediately terminate this Sponsorship Agreement in the event of Sponsor’s fraud, misrepresentation, malfeasance, willful misconduct, non-payment of all or a portion of the Sponsorship Fee when due, insolvency or dissolution; provided, however, in such case, Sponsor shall not be entitled to receive a refund on any portion of the Sponsorship Fee paid up to the date of termination of this Agreement, and Sponsor shall retain liability for any outstanding balance of the Sponsorship Fee.
• Force Majeur.
  • i. If the Event or the Sponsored Program held in conjunction with or related thereto does not occur due to any reason beyond reasonable control of ARC, including but not limited to acts of God, strikes, labor disputes, government requisitions, restrictions or regulations on travel, hotel or facility availability, commodities or supplies, war or apparent act of war, terrorism or apparent act of terrorism, disaster, civil disorder, epidemic or pandemic, curtailment, suspension, and/or restriction on transportation facilities/means of transportation, or any other occurrence, (collectively a “Force Majeure”) ARC shall have the right to immediately terminate this Sponsorship Agreement without liability, provided however, if a Force Majeure occurs and ARC reasonably determines that all or a portions of the Sponsored Program or the Event cannot be held in-person at the contracted venue for the Event, and ARC determines it is feasible to move the Event and or the Sponsored Program to a virtual Event format, then Sponsor hereby acknowledges and consents to ARC’s moving the Sponsored Program to a virtual format via an online portal provided for by ARC.
  • ii. If ARC determines that the Sponsored Program cannot take place at the contracted Event venue due to a Force majeure occurrence or cannot be moved to a virtual event format, and terminates this Sponsorship Agreement for such reasons, then ARC shall return the unearned potion of Sponsorship Fee paid, less the value or cost of services or products provided to Sponsor under the Sponsorship Agreement, or any Sponsored Program costs or expenses incurred or expended by ARC up to the date of termination. Such expenses and costs shall include but not be limited to all expenses incurred by ARC as a result of contracts or commitments with third parties for the provision of services or products related to Sponsor’s Sponsored Programs, including all out of pocket and overhead expenses incurred by ARC related to the Sponsor’s Sponsored Programs, which are reasonably attributable to the production of the Sponsored Program. ARC shall not be financially liable in the event the Event is interrupted, canceled, moved, or dates changes except as provided herein.
  • iii. Notwithstanding anything to the contrary, Sponsor acknowledges and agrees payment of the refunded amount shall be in full satisfaction of all liabilities of ARC to the Sponsor, and the Sponsor agrees to waive all claims it might have against ARC for any claims, damages, costs or claims of any kind whatsoever if the Sponsored Program is terminated, delayed, rescheduled, postponed due to a Force Majeure occurrence, and hereby discharges of all claims against ARC in exchange for such refunded amount.
  • iv. Change of Dates, Event Name, Event Times or Location: As it pertains to Sponsor’s Sponsored Programs for the Event, ARC reserves the right to change, increase or decrease the Event’s hours, number of days, Event dates and times, Event location, Event theme, or Event name. Notwithstanding anything to the contrary Sponsor acknowledges and agrees that as long as ARC is willing and able to fulfill its Sponsored Programs obligations under this Sponsorship Agreement regardless of whether ARC elects to re-name, change, increase or decrease the subject Event’s hours, days, Event dates or times, or the Event’s location that Sponsor shall not be entitled to and expressly disclaims any right or claim to the return of any portion of any Sponsorship Fees, deposits paid or payable by Sponsor to ARC under this Sponsorship Agreement.

IV. INTELLECTUAL PROPERTY/LICENSES FOR MARKS

• ARC Intellectual Property. ARC will retain the sole and exclusive rights, title and interest in its intellectual property, ideas, brands, copyrights, event names, trademarks, services marks, logos, websites, databases, and other materials developed by or for ARC for its programs or events, including the Sponsored Program, and any derivations thereof, along with the goodwill associated with its intellectual property.
• ARC Marks. Subject to the terms and conditions of this Sponsorship Agreement, ARC hereby grants to Sponsor a limited, non-exclusive right and license to use the Event’s service marks and trademarks provided to Sponsor by ARC (the “ARC Marks”) solely in connection with the Sponsored Program for the Event, pursuant to the terms of this Sponsorship Agreement (the “ARC License”), and not for any other purpose whatsoever, without the prior written approval of ARC. Sponsor shall have no right to sublicense, transfer, or assign the ARC Marks. The Event’s Branding Guidelines are available upon request.
• Sponsor Marks. Sponsor represents and warrants to ARC that Sponsor owns or validly possesses the right to make, use, perform, sell and display any patented products, copyrighted works, trademarks, service marks and trade names (collectively, “Sponsor Intellectual Property”), as the case may be, provided to ARC or used by ARC for the Sponsored Program or to promote its activities at the Event. Subject to this such representations and warranties, Sponsor hereby grants to ARC a limited, non-exclusive right and license to use the service marks and trademarks of Sponsor (the Sponsor Marks”) as provided by the Sponsor in connection with the sponsorship opportunities for the Sponsored Program for the Event (“Sponsor License”) and not for any other purpose whatsoever, without the prior written approval of Sponsor. ARC shall have no right to sublicense, transfer, or assign the Sponsor Marks.
• Restrictions on Marks Upon Expiration or Termination: Upon expiration or termination of this Agreement for any reason: (a) the ARC License shall terminate immediately, and Sponsor shall cease using the ARC Marks promptly thereafter; (b) the Sponsor License shall terminate immediately, and ARC shall cease using the Sponsor Marks promptly thereafter, except that ARC will be under no obligation whatsoever to remove, delete, reprint, reedit or obscure the Sponsor Mark from any medium produced or in production up to the date of termination of this Agreement unless ARC, in its sole discretion, chooses to do so; and (c) all obligations of ARC and Sponsor under this Agreement, other than those set forth in Articles II, III, Article IV Sections 3 and 4, and Article VII Sections 1, 7 and 8 shall terminate immediately, and shall be of no further force or effect. Any request for a refund must be in writing to ARC.
• Photographs, Promotional Material, Radio, Television and Print Media. ARC reserves the right to use any photographs, recordings, electronic images or promotional or publicity material received from Sponsor or which is lawfully obtained by ARC, for whatever use deemed proper by ARC for the Sponsored Program, as well as all other ARC programs and events, future marketing materials or for other legitimate purposes deemed necessary and reasonable by ARC. ARC has the exclusive right to include photographic, video and other visual portrayals of Sponsor and its Sponsorship Program materials, including any exhibit display related to or arising from to this Sponsorship Agreement in any electronic media, or printed or pictorial medium of any nature whatsoever, for the purpose of trade, advertising, sales, publicity and otherwise, without compensation to Sponsor, and all rights titled and interest bearing (including all worldwide copyrights therein) shall be ARC’s sole property, free of any claims of Sponsor or any persons deriving any rights or interest from Sponsor.
• Participant Lists. Sponsor agrees that all Event program or Event participant lists are the proprietary and confidential information of ARC and shall not under any circumstances be sold, published, disclosed, transferred, distributed, copied, forwarded or duplicated, in whole or in part, in any manner or form, for any reason, to any third party without the prior written consent of ARC.

V. RULES AND REGULATIONS; ADDITIONAL REQUIREMENTS

• Sponsor and its directors, officers, employees, agents and representatives shall perform their obligations as required pursuant to this Sponsorship Agreement in compliance with all applicable laws, ordinances, orders, rules and regulations of all local, state, federal and all other jurisdictions and regulatory bodies having authority over such performance, and shall be required to comply with all rules and regulations related to the Sponsorship Program and the Event, including without limitation, this Sponsorship Agreement, and the Exhibitor Terms and Conditions, if and as applicable, and any additions or amendments thereto, and any rules, regulations or policies mandated by the owner or manager of any venue/facility where the Sponsored Program or the Event will take place.

VI. MISCELLANEOUS

• Indemnification; Limitation of Liability; Insurance.
  • Indemnification by ARC. Subject to the limitations set forth in Subsection 1.c below, ARC shall defend, indemnify and hold harmless the Sponsor and its officers, directors, and employees (the “Sponsor Indemnified Parties”), from and against any and all losses, liabilities, damages, judgments, assessments, fines, costs, expenses or deficiencies (including interest, penalties and fees, expenses and disbursements of attorneys, experts and consultants reasonably incurred by the Sponsor Indemnified Parties directly arising out of or relating to: (i) any third party claims as to the lack of validity or enforceability of (A) the ARC Marks or (B) ARC’s ownership rights in the ARC Marks; or (ii) the gross negligence or willful misconduct of ARC, its officers, directors or employees, except to the extent such damage, loss or injury results from the negligence or willful misconduct of a Sponsor Indemnified Party or their respective directors, officers employees or agents.
  • Indemnification by the Sponsor. Sponsor shall defend, indemnify and hold harmless ARC, the facility owner and/or third party vendors and any of their respective officers, directors, employees, members, affiliates, or agents, (the “ARC Indemnified Parties), from and against any and all losses, liabilities, damages, judgments, assessments, fines, costs, expenses or deficiencies (including interest, penalties and fees, expenses and disbursements of attorneys, experts and consultants reasonably incurred by the) arising out of or relating to: (i) any third party claims as to the lack of validity or enforceability of (A) the Sponsor Marks or (B) the Sponsor’s ownership rights in the Sponsor Marks; or (ii) the negligence or willful misconduct of, or breach of this Agreement by, Sponsor, its officers, directors, employees or agents, except to the extent such damage or injury results from the gross negligence or willful misconduct of an ARC Indemnified Party or their respective directors, officers, employees or agents.
  • Limitation of Liability. IN NO EVENT SHALL ARC BE LIABLE OR HELD RESPONSIBLE FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY, INCLUDING WITHOUT LIMITATION, ARC EVENT PARTICIPANTS OR THE MANAGEMENT, OPERATOR OR OWNER (OR AFFILIATE OF THE OWNER) OF THE FACILITY/IES WHERE THE SPONSORED PROGRAM WILL TAKE PLACE. NOR SHALL ARC BE LIABLE OR RESPONSIBLE IN ANY WAY WHATSOEVER FOR ANY ACTS OF, OR STATEMENTS, REMARKS, DISPARAGING OR DEFAMATORY COMMENTS OR OTHERWISE MADE BY ANY THIRD-PARTY, INCLUDING WITHOUT LIMITATION ANY ARC EVENT VENDOR, SPONSOR, EXHIBITOR, ATTENDEE, GUEST OR OTHERS PARTICIPATING IN OR ATTENDING SPONSOR’S SPONSORED PROGRAM, OR THE ARC EVENT. SPONSOR ACKNOWLEDGES AND AGREES THAT ARC’S LIABILITY HEREUNDER SHALL BE SOLELY LIMITED TO THE AMOUNT OF THE SPONSORSHIP FEE ACTUALLY PAID TO ARC BY SPONSOR HEREUNDER. SPONSOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PROVIDED UNDER APPLICABLE LAW ARC’S MAXIMUM LIABILITY TO THE SPONSOR IN ANY WAY RELATED TO, IN CONJUNCTION WITH OR ARISING FROM THIS AGREEMENT OR THE SPONSORED PROGRAM, OR ANY JUDICIAL DETERMINATION OF ARC’S WRONGFUL CANCELLATION OF THIS AGREEMENT, THE SPONSORED PROGRAM AND OR THE ARC EVENT WILL BE LIMITED SOLELY TO THE RETURN OF ALL OF THE SPONSORSHIP FEE PREVIOUSLY PAID TO ARC BY SPONSOR.
  • SPONSOR EXPRESSLY ASSUMES ALL RESPONSIBILITY, LIABILITY AND RISK ASSOCIATED WITH, RESULTING FROM OR ARISING IN CONNECTION WITH THE SPONSOR’S PARTICIPATION IN THE SPONSORED PROGRAM OR PRESENCE AT THE EVENT, INCLUDING, WITHOUT LIMITATION, ALL RISKS OF THEFT, HARM, LOSS, DAMAGE OR INJURY TO OR OF ANY PERSON (INCLUDING DEATH), ITS OWN PROPERTY OR THE PROPERTY OF OTHERS, BUSINESS OR PROFITS OF SPONSOR, TORTIOUS ACTIVITY OF ANY KIND (INCLUDING LIBEL, SLANDER) WHETHER CAUSED BY NEGLIGENCE, INTENTIONAL ACT, ACCIDENT, ACTS OF GOD OR OTHERWISE PRIOR TO, DURING OR SUBSEQUENT TO THE PERIOD COVERED BY THIS AGREEMENT.
  • IN NO EVENT WILL ARC, ARC’S SERVICE CONTRACTORS, THE ARC EVENT VENUE OR THE CITY WHERE THE ARC EVENT VENUE IS LOCATED OR THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY NATURE OR FOR ANY REASON WHATSOEVER WHETHER OR NOT APPRISED OF THE POSSIBILITY OF ANY SUCH LOST PROFITS OR DAMAGES. ARC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE NUMBER OF PERSONS WHO WILL ATTEND THE EVENT OR REGARDING ANY OTHER MATTERS.
  • Insurance. Sponsor, at its sole cost and expense, shall secure and maintain adequate insurance coverage as is necessary, as a reasonable prudent businessperson, for Sponsor to bear all of its obligations under this Agreement. Such coverage shall include Media Insurance, Errors & Omissions Insurance, and Commercial General Liability Insurance. Maintenance of the forgoing insurance shall in no way be interpreted as relieving Sponsor of any responsibility or obligation whatsoever and Sponsor may acquire, at its own expense, such additional insurance Sponsor deems necessary. Sponsor assumes full and complete liability for all injuries to, or death of, any person, or for any damages to property to the extent arising from the acts or omissions of Sponsor.
• No Partnership/Sponsor’s Employees and Agents. This Agreement does not constitute a partnership or joint venture between the parties. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, except as expressly provided. Nothing herein contained shall give, or is intended to give, any rights of any kind to any third parties. All persons performing services which are to be performed by Sponsor under this Agreement shall at all times be under Sponsor’s direction and control and, as such, shall be deemed an employee or agent of Sponsor and not of ARC. Under no circumstance shall Sponsor’s employees or agents present at the Sponsored Program, or the ARC Event be construed to be employees of ARC, in any form or fashion.
• Amendment, Waiver, Discharge, Severability. This Agreement may not be amended, released, discharged, abandoned, changed or modified in any manner, except by an instrument in writing signed on behalf of each of the parties hereto by their duly authorized representatives. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of any party thereafter to enforce each and every provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. If any portion of this Agreement shall be determined to be invalid, then said portion shall be deemed severed from this Agreement in such a jurisdiction and all remaining portions shall remain in full force and effect.
• Notices. All notices or communications required or permitted hereunder must be in writing and shall be deemed to have been duly given if delivered personally, delivered by overnight courier, or sent by email to the parties hereto at the addresses set forth on the Sponsorship Agreement.
• Counterparts. This Agreement may be executed in several counterparts, and be delivered by means of email, or otherwise, each of which when so executed shall be deemed an original, but all of which together shall constitute one and the same instrument.
• Public Announcement. No party hereto shall issue any press release or public announcement or otherwise divulge the existence of this Agreement or the transactions contemplated hereby without the prior written approval of the other party hereto except as and to the extent that such party shall be obligated by law, in which case the other party shall be so advised and the parties shall use their best efforts to cause a mutually agreeable release or announcement to be issued.
• Event and Sponsorship Program Related Commercial Messages. To the extent Sponsor provides any information to ARC, including contact information and other personally identifiable information, Sponsor hereby grants to ARC the right to use or release such information for all lawful ARC and ARC Event and or Sponsorship Program related business purposes, including confirming ARC Event exhibition and registration information and providing Sponsor related information to third-parties retained or contracted by ARC to provide services required or requested for the Event. Sponsor acknowledges that information provided to ARC, such as Sponsor’s information regarding name, address, phone numbers, email and website addresses, number and location of exhibit booth space and names and number of Sponsor personnel will be treated as public domain information and may be available on the Event website or ARC website and/or in materials provided to ARC, its Event contractors, and or Event participants.
• Dispute Resolution. All inquiries/issues regarding a controversy, claim or dispute (“Dispute”) will be responded to within five (5) working days of receipt of written notice from the party making the inquiry regarding the Dispute, and the parties will attempt in good faith to resolve the Dispute between them. If the Dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the Dispute by mediation. If a dispute cannot be satisfactorily resolved between the Parties by mediation, then the Dispute arising out of or relating to this Agreement will be settled through arbitration in accordance with the Rules of Arbitration set forth in Code of Civil Procedure Section 1280. If the parties cannot mutually agree to arbitrate the Dispute, any action will be brought in any competent federal or state court sitting in Borough of Manhattan New York County, New York, USA to the exclusion of all other venues of any other state, territory or country. Judgment on any award rendered in a proceeding may be entered in any court of competent jurisdiction.
• Legal Fees. Unless otherwise agreed, each party is responsible for attorney’s fees incurred on its behalf in connection with this Agreement or disputes governed and/or arising under this Agreement.
• Debt/Collections Fees. Notwithstanding anything to the contrary, legal and/or collections fees incurred in attempt to collect debt owed to ARC shall be paid by Sponsor.
• Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without reference to the principles of conflicts of laws of such jurisdiction. Each of the parties submits to the jurisdiction of any competent federal or state court sitting in Borough of Manhattan New York County, New York, USA to the exclusion of all other venues of any other state, territory or country, and irrevocably consents to the exercise of personal jurisdiction over each of the parties by such courts and waives any right to plead, claim or allege that Borough of Manhattan, New York County, New York is an inconvenient forum.
• Assignment. This Agreement may not be assigned by Sponsor to any other party. Any change in the ownership or control of Sponsor will be deemed a transfer requiring ARC’s written consent. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. Any attempted assignment in violation of this Section shall be of no force or effect.
• Survival. Termination of this Agreement will not affect or modify those obligations of the parties under this Agreement that by their terms are to survive the termination of this Agreement.
• Authority. Each party represents to the other party that the individual executing the Sponsorship Agreement on such party’s behalf has the requisite authority to enter into this Agreement.
• Entire Agreement. Any schedules, exhibits and the like attached or provided under this Agreement, are an integral part of this Agreement and incorporated by reference in full (collectively “Exhibits”). This Agreement and the Exhibits hereto constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes any other agreements, written or oral, relating to the subject matter. Should any inconsistency exist or arise between a provision of this Agreement and a provision of any such schedule or other incorporated writing the provision of this Agreement will prevail. The headings of the various sections of this Agreement are inserted only for convenience of reference and are not intended nor shall they be construed to modify, define, limit or expand the intent of the parties as expressed in this Agreement.