TERMS AND CONDITIONS

TOKYO X GENERAL TERMS AND CONDITIONS

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1. DEFINITIONS: “Order” means these Tokyo X General Terms and Conditions (these “T&Cs”), together with the purchase order to which they are attached physically, electronically, or by reference, and any other document incorporated by reference or attached to such purchase order. “Goods” means any goods described on the face of this Order. “Services” means any services, including without limitation in-kind services, not for profit services, collaborations, and promotions, described on the face of this Order.

 

1. ACCEPTANCE; NO ADDITIONAL TERMS: This Order forms a contract between Giri Giri Entertainment, LLC, a Texas limited liability company (hereinafter “Tokyo X”), and the entity or individual identified on the face of this Order as the seller of the Goods and/or Services (“Seller”) for the sale of the Goods and/or Services, subject to the provisions of this Order. Seller may be referred to by any name or defined term on the face of any related purchase order, and such purchase order need not use the terminology of “Seller.” No other terms in any document given by Seller shall in any way govern this Order, modify or supersede any of the terms of or otherwise have any effect on this Order, or be binding on Tokyo X. Tokyo X hereby expressly rejects all such other terms and the absence of any objection by Tokyo X to any such terms after receiving them will not constitute consent or agreement to any such term on the part of Tokyo X.

 

         The terms on the face of this Order will prevail over these T&Cs, in the event of a conflict between such terms. Notwithstanding anything herein to the contrary, if this Order is issued pursuant to an existing agreement between Tokyo X and Seller (the “”), then the provisions in the Existing Agreement will prevail over any terms on the face of this Order and/or these T&Cs, in the event of a conflict between such terms.

 

1. QUANTITIES: Quantities will be as set forth on the face of this Order.

 

1. SCHEDULE: Seller shall deliver the Goods and perform the Services in accordance with the schedule set forth on the face of this Order (the “Schedule”). Timely delivery of all Goods and performance of Services under this Order is of the essence. Tokyo X has the right to reject any delivery of Goods or Services which do not conform to the schedule. The failure or delay of either party to perform any obligation under this Order by reason of earthquake, flood, fire, acts of God, riots, wars, terrorist incidents, or acts of government, each of which are beyond such party’s reasonable control (“Force Majeure”), shall not be deemed to be a breach of this Order, provided the party so prevented from complying herewith shall (a) have provided notice of such event to the other party (including an explanation of the Force Majeure and its cause and status), (b) have used reasonable due diligence to avoid such Force Majeure or ameliorate its effects, and (c) continue to take commercially reasonable actions to comply as fully as possible with the provisions of this Order. Tokyo X may terminate or modify this Order in the event of any Force Majeure affecting either party’s performance under this Order. In the event of any delay in the Schedule not caused by Force Majeure, Seller will notify Tokyo X immediately of such delay and of a new proposed schedule, which will be subject to Tokyo X’s acceptance. If Tokyo X does not accept the new proposed schedule, the initial Schedule will remain binding on Seller, and Tokyo X may (a) require Seller to expedite the Order by means selected by Tokyo X or (b) terminate this Order, in whole or in part, and obtain replacement goods or services from alternative suppliers. Seller will be solely responsible for the cost of the expedited Order and any costs or damages incurred by Tokyo X in connection with the delayed Goods or Services.
    

2. PRICE: The price on this Order (the “Price”) constitutes the entire compensation for the Goods and Services, unless specifically stated otherwise, and includes any charges for labor, technical and professional services, materials, overhead, profit, preparation, insurance, transportation and all federal, state and local fees, tariffs, duties, levies, and taxes (exclusive only of any U.S. sales or use taxes). Unless otherwise provided for in the Order, Tokyo X will not be responsible to Seller for any charges other than the Price.

 

1. INVOICES: Seller and Tokyo X shall abide by the invoicing terms on the face of this Order. Each invoice shall be accompanied by all required documentation necessary to support all charges. Seller shall identify sales and use taxes, applicable rebates, and discounts separately on each invoice. Seller shall separately state charges for Services from charges for Goods on each invoice. Any invoice submitted to Tokyo X in an improper format or without the required documentation will be returned unpaid to Seller for correction and resubmission.

 

1. PAYMENT: Tokyo X will pay all undisputed and properly documented invoices within ninety (90) days of receipt unless otherwise set forth on the face of this Order. Tokyo X may withhold payment of any amounts it disputes in good faith. No payment by Tokyo X of any invoice will be deemed Tokyo X’s acceptance of the Goods or Services described on the invoice.

 

1. FACILITIES; PERSONNEL: Services performed shall comply with rules, regulations, terms, and any other guidelines required by any third party venue, which Seller shall have the duty to request and Tokyo X will communicate to Seller, and which are hereby incorporated by reference. Seller shall provide Services through its bona fide employees, permitted subcontractors, or independent contractors having a skill level appropriate for the Services. To the fullest extent permitted by applicable law, Seller shall carefully interview, screen, and check its employees and prospective employees to determine suitability for the performance of the Services. Tokyo X may require Seller to remove any of Seller’s employees, approved subcontractors, or independent contractors from the performance of the Services at any time and for any reason.

 

1. TRAVEL AND LIVING EXPENSES: Seller shall not be entitled to payment for travel or living expenses unless Seller receives written prior approval from Tokyo X. All reasonable travel and living expenses shall be at cost only. Travel to the venue shall be absent of all mark-up and profits. The rate charged shall be the base rate payable to Seller’s employees. Guidelines for travel and living expenses (hotel, rental car, per diem) shall conform to the U.S. General Services Administration (GSA) rate for the given geography of where Services will be performed. These guidelines are not-to-exceed values and should not be interpreted as actually billable amounts for travel and living expenses. The following link has been provided to assist Seller: https://www.gsa.gov/

 

If travel will be for a period of greater than one week, Seller shall contact Tokyo X to review the Tokyo X rates to be used for travel and living expenses. The quoted Tokyo X rates will need to be evaluated against the external rates received to ensure the most competitive rate will apply.

 

Seller shall book travel in advance (minimum of 14 days), when practical, to secure the best airline rates possible. Car mileage reimbursement rate shall not exceed the allowable U.S. IRS rate at the time of travel.

 

1. CHANGE ORDERS: No change orders to the Order will be accepted without prior written approval by Tokyo X. Change order requests shall be submitted in writing to Tokyo X for review and acceptance. Work should not begin on additional scope until Tokyo X has provided approval in the form of a revised Order or otherwise in writing.

 

1. LANGUAGE TRANSLATION: If any necessary documentation for providing Good or Services need to be translated into another language, Seller shall provide a line item cost to Tokyo X and obtain Tokyo X’s approval prior to proceeding with such translation. Seller shall provide translated materials to Tokyo X as part of final documentation, with one copy of removable media containing the softcopy provided to Tokyo X.

 

1. WARRANTIES: Seller represents, warrants and covenants that (a) all Goods delivered under this Order will (i) conform strictly to the technical descriptions, guidelines, specifications and other requirements communicated by Tokyo X to Seller (the “Specifications”), (ii) be free from defects in materials, workmanship, and design, (iii) be fit for their intended purpose, (iv) be of first quality and made of new materials and components, and (v) be manufactured and shipped in accordance, and will conform in all respects, with all applicable Laws, (b) title to all Goods will be good, and its transfer rightful, and that the Goods will be free from all security interests, claims, demands, liens and other encumbrances, and (c) the Services performed under this Order will (i) be performed in a good, prompt and diligent manner and in strict accordance with all conditions and requirements contained in this Order and (ii) reflect the level of skill, knowledge and judgment required or reasonably expected of suppliers performing comparable services. If Tokyo X discovers that any Good or Service fails to conform to any the above warranties (as applicable, a “Nonconforming Good” or “Nonconforming Service”), Tokyo X shall give Seller written notice of the nonconformity within a reasonable time after discovery. Seller, at Tokyo X’s option and at Seller’s sole expense, shall promptly retrieve Nonconforming Goods and (y) repair, replace (by expedited shipment, upon Tokyo X’s request) or otherwise remedy any Nonconforming Good or re-perform any Nonconforming Service, so that it conforms to the above warranties, or (z) refund to Tokyo X the Price of the Nonconforming Good or Nonconforming Service. If Seller is unable to remedy such nonconformity during a time period consistent with Tokyo X’s reasonable requirements, Tokyo X may undertake to remedy the nonconformity, and in such case, Seller shall reimburse Tokyo X for any reasonable costs Tokyo X incurs in excess of the Prices for such Good or Service that would have been due to Seller under this Order and may terminate this Order for cause. Seller shall assign to Tokyo X all applicable warranties extended to Seller with respect to all Goods, or portions thereof, not manufactured by Seller; provided, however, that Seller’s extension of such warranties shall not relieve Seller of its obligation to repair or replace any Nonconforming Good.

 

1. NON-INFRINGEMENT: Seller represents, warrants, and covenants that neither the Services (including Tokyo X’s use thereof) nor the Goods or the manufacture (including any manufacturing method), use, importation, sale, or offer for sale of the Goods will infringe or misappropriate any proprietary, intellectual property, or other rights of any third party. If any Good or Service, or Tokyo X’s use of any Good or Service, is held to constitute any such infringement or misappropriation and its use by Tokyo X is enjoined, Seller, at Tokyo X’s option and at Seller’s sole expense, shall procure for Tokyo X the right to continue using the Good or Service, as applicable, or provide Tokyo X with a substitute Good or Service conforming to this Order, or refund the Price corresponding to the infringing portion of the Good or Service.

 

1. GUARANTY: Seller guarantees and warrants that the Goods will not, at the time of delivery to Tokyo X or when used as intended by Tokyo X, be adulterated, misbranded, or prohibited from distribution and sale, or render or cause Tokyo X foods to be adulterated, misbranded, or prohibited from distribution and sale, including without limitation under the U.S. Federal Food, Drug and Cosmetic Act, the U.S. Federal Meat Inspection Act, the U.S. Poultry Products Inspection Act, or any other comparable law governing the safety, production, marketing, labeling, distribution, or sale of food. This guaranty is in addition to, not in lieu of, any other warranties or guarantees made by Seller or created or implied as a matter of law.

 

1. COMPLIANCE: Seller warrants that it is and will remain in full compliance with all applicable laws, regulations, codes, sanctions, orders, rules, and ordinances of international and domestic federal, state, provincial, and municipal government bodies and agencies (“Laws”) and Seller has not and will not engage in any activity, practice, or conduct that would constitute an offense under those Laws. Without limiting the generality of the foregoing, Seller also warrants that it is and will remain in full compliance with all applicable Laws relating to anti-bribery and anti-corruption in the jurisdictions in which it operates. Seller acknowledges that it has in place procedures adequate to ensure compliance with these Laws by its officers, employees, agents, and any other third party or person associated with Seller in the performance of this Order. In relation to this Order, Seller further agrees that it shall not make, offer, or promise to make any payment or transfer anything of value, directly or indirectly, to any third party knowing, or suspecting, that such third party will give the payment, or a portion of it, to any entity or individual for any improper benefit. If Tokyo X receives credible evidence that Seller has not conformed with this provision, Tokyo X may terminate this Order, refuse to take delivery under the same, and return any Goods delivered hereunder and obtain reimbursement, therefore.

 

1. EQUAL OPPORTUNITY: Seller shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a), and 60-741.5(a), as applicable. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability, or veteran status.

 

1. CONFIDENTIALITY:

 

1. CONFIDENTIAL INFORMATION: Each party (the “Receiving Party”) must keep strictly confidential and must not disclose, or use for any purpose other than the fulfillment of its obligations under this Order, any of the other party’s (the “Disclosing Party”) Confidential Information. “Confidential Information” means the terms and existence of this Order, any and all technical and commercial information and research, customer and vendor lists, data, financial information, and any other proprietary or non-public information disclosed orally or in writing, whether or not marked as “Confidential” as well as any information that is developed based on that information.

 

1. EXCEPTIONS: Confidential Information does not include information that: (a) is public, so long as it did not become public due to a breach of this Order; (b) is known by the Receiving Party prior to its disclosure by the Disclosing Party; (c) independently developed by the Receiving Party; or (d) it was disclosed by a source who does not have an obligation to treat the information as confidential. The Receiving Party must prove the existence of any of the foregoing exceptions. Personal identifiable information remains Confidential Information, even if it qualifies as one of these exceptions. If the Receiving Party is required by law to disclose any Confidential Information, it agrees to provide the Disclosing Party with notice of the request(s) at least ten (10) days prior to disclosure of any Confidential Information.

 

1. REPRESENTATIVES: The Receiving Party shall keep the Disclosing Party’s Confidential Information confidential and not disclose to any other person, except to its or its Affiliates’ directors, officers, employees, agents, advisors, designees, or other representatives who require access to such Confidential Information to carry out its rights or obligations under this Order. Any person to whom the Receiving Party discloses Confidential Information must be subject to confidentiality obligations like the obligations in this Order. The Receiving Party will be liable for any breach of this Order by any person to whom it discloses the Disclosing Party’s Confidential Information.

 

1. PROTECTION OF CONFIDENTIAL INFORMATION: The Receiving Party will use the same measures to protect the Disclosing Party’s Confidential Information as it uses to protect its own information of a similar nature. The Receiving Party will use at least a reasonable standard of care.

 

1. NOTICE OF DISCLOSURE: The Receiving Party will notify the Disclosing Party immediately if it discovers any inadvertent disclosure or unauthorized use of the Disclosing Party’s Confidential Information and will promptly take reasonable steps to prevent any further disclosure or unauthorized use.

 

1. DESTRUCTION OF INFORMATION: Upon the Disclosing Party’s request, the Receiving Party will promptly return or destroy all Confidential Information (in all forms) of the Disclosing Party and certify in writing that it has destroyed everything.

 

1. USE OF NAME, MARKS, AND RECORDINGS: Seller will not use Tokyo X’s or its Affiliates’ name or trademarks, nor disclose the fact that Seller is performing Services for or supplying Goods to Tokyo X, in any press release, media statement, annual report, product packaging, stationary, print literature, advertising, websites, or other public communication without Tokyo X’s prior written consent. Additionally, neither party will use the name or trademarks of the other party or its Affiliates in a manner that disparages or portrays the other party, or its Affiliates, or their products or services in a false, competitively adverse, or poor light. Except for any recording by the Seller for limited private use, no recordings made during any event related to this Order may be broadcasted or transmitted in any way unless specifically agreed to in writing by Tokyo X. The recording restriction shall extend to all Seller’s  subcontractors, independent contractors, employees, guests, invitees, or other personnel, and Seller shall duly inform them accordingly.

 

1. PUBLICITY. By entering into this Order, Seller grants to Tokyo X the absolute, irrevocable, and sublicensable right and permission, in respect to any and all photographs and/or video taken in relation to this Order or at any event related to this Order, to use, re-use, publish, and re-publish the same in whole or in part, individually or in conjunction with other photographs or video, and in conjunction with any printed matter, or electronic matter, in any and all media now or hereafter known, and for any purpose whatsoever; and to use Supplier and/or its subcontractors, independent contractors, employees, or other personnel’s name in conjunction therewith. Supplier releases and discharges Tokyo X from any and all claims and demands arising out of or in connection with the use of the photographs or video, including without limitation any and all claims in contract, tort, or otherwise, including without limitation for claims related to compensation, royalty, libel, intellectual property or invasion of privacy. This authorization and release shall also insure to the benefit of the heirs, legal representatives, licensees, and assigns of Tokyo X. Seller shall not have any right to inspect or approve the finished photographs or electronic material that may be used. Seller shall be solely responsible for obtaining any releases from, and resolving any claims made by its subcontractors, independent contractors, employees, or other personnel in regard to this provision.

 

1. TOKYO X PROPERTY: Seller agrees that nothing in this Order, nor Tokyo X’s disclosure of its and its Affiliates’ Confidential Information, will convey to Seller or any third party any right, title, or interest in or to any proprietary or intellectual property right of Tokyo X, including trade secrets, inventions, and patent rights. Seller shall respect all such rights and shall not make, use, or sell any materials reflecting any such rights for any purpose other than to fulfill this Order, without Tokyo X’s express written permission. All drawings, blueprints, photographs, sketches, software (in source code and object code format), specifications, models, and other materials (the “Materials”) developed or prepared by Seller for the purpose of, or in the course of fulfilling, this Order shall belong to Tokyo X (the “Developed Materials”) and all Developed Materials that are works of authorship will be deemed “works made for hire” within the meaning of the copyright laws of the U.S. and similar laws of other jurisdictions. Tokyo X will own all right, title, and interest in and to all such Developed Materials, including any “works made for hire.” Seller hereby irrevocably assigns to Tokyo X, and shall require its employees, subcontractors, and agents to assign to Tokyo X, all rights, title, and interest, including any intellectual property rights, in and to any of the Developed Materials. To the extent Tokyo X or its agents provide to Seller any Materials, such Materials shall remain Tokyo X’s property (all such materials, together with the Developed Materials, the “Tokyo X Materials”). Tokyo X Materials may not be used for or disclosed to any non-party without Tokyo X’s prior written consent. Seller agrees to execute, and shall cause Seller personnel to execute, any documents or take any other actions as may reasonably be necessary, or as Tokyo X may reasonably request, to evidence, perfect, maintain, and enforce Tokyo X’s ownership of any Tokyo X Materials. Upon Tokyo X’s request, Seller shall provide, or return to, Tokyo X all Tokyo X Materials, including any copies made. Seller may, however, retain one copy of such Tokyo X Materials for record purposes.

 

1. Non-solicitation / Non-compete. Seller agrees they will not in any manner solicit, or attempt to solicit, any business from any Tokyo X, nor any of Tokyo X’s other contractors, employees, or affiliates. Tokyo X and Seller agree not to circumvent, avoid, bypass, or obviate each other directly or indirectly with respect to the terms of this Order. Neither Party will deal or conduct any business transaction with any entity introduced by the other and related to this Agreement without the knowledge of the introducing Party. From the execution of this Order until this Order is fulfilled in its entirety, or for ninety (90) days after termination of this Order for any reason, Seller shall not enter into any substantially similar agreement, nor work as an employee, officer, director, partner, consultant, agent, or owner, with any event which relate to Japan, Japanese language, Japanese cultures, Japanese phrases in Harris County, Texas and its contiguous counties. By entering into this Order, Seller agrees and acknowledges that Japan related businesses are limited in this region and that the scope of this non-compete is reasonable under the duration and locale described.

 

1. Security and Protection. Seller shall be solely responsible for the security, safety, and protection of its subcontractors, independent contractors, employees, guests, invitees, or other personnel, and personal property and equipment of any kind. Seller waives all claims against Tokyo X for damage, theft, or loss of personal property of any kind.

 

1. INDEMNIFICATION: Seller will indemnify, hold harmless and, upon Tokyo X’s request, defend Tokyo X, and their respective employees, officers, directors, agents, successors, and assigns from and against all liens, encumbrances, claims, demands, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) to the extent arising out of or relating to (a) Seller’s breach of any provision of this Order, (b) the negligence, willful misconduct, or dishonest or fraudulent acts or omissions of Seller or its employees, agents, or subcontractors, and (c) any allegation by a third party that any portion of the Services (including Tokyo X’s use thereof) or the Goods or the manufacture (including any manufacturing method), use, importation, sale, or offer for sale of the Goods infringes, misappropriates, or otherwise violates such third party’s proprietary, intellectual property rights, or other rights of such third party.

 

1. INSURANCE: Upon written request, Seller shall maintain, at its sole expense, insurance per Tokyo X’s insurance requirements, and Seller shall furnish to Tokyo X certificates of insurance evidencing that all required insurance coverage is in effect and otherwise complies with the requirements of this Order.

 

1. RECORDS: Seller shall maintain complete financial records and accurate documentation relating to the performance of this Order during the performance of, and for three (3) years after final payment under this Order or longer if otherwise required by governmental authorities with jurisdiction over Seller.

 

1. TERMINATION FOR CONVENIENCE: Tokyo X may terminate this Order, in whole or in part, at any time, effective immediately upon written notice to Seller or upon such later date as set forth in such notice. Seller shall discontinue work under this Order immediately upon the effectiveness of such termination and shall take all steps necessary to protect the work completed. At Tokyo X’s election, Seller shall deliver all or any portion of the Goods completed, with all warranties, or dispose of such Goods as Tokyo X may reasonably direct. Upon such termination, Seller will be entitled to (a) the Price for all conforming Goods delivered and Services performed prior to such termination and (b) reimbursement of all reasonable, documented costs actually incurred by Seller prior to such termination in connection with the Services and Goods (except with respect to any Goods that are in Seller’s standard stock). Seller will not be entitled to any unabsorbed overhead or lost profits with respect to any Services not performed or Goods not completed or completed but not delivered to Tokyo X.

 

1. TERMINATION FOR CAUSE: Tokyo X may terminate this Order, in whole or in part, effective immediately upon written notice to Seller or upon such later date as set forth in such notice, if Seller (a) fails to cure a breach of this Order within ten (10) business days of Seller’s receipt of notice of such breach from Tokyo X (with no cure period if such breach is incapable of cure); (b) gives Tokyo X reasonable cause to doubt Seller’s ability to deliver the Goods or perform the Services in accordance with the Schedule; (c) notwithstanding clause (a) of this Section, fails to deliver any Goods or perform any Services in accordance with the Schedule (unless excused as Force Majeure); or (d) suspends or ceases a material portion of its business activities, fails or admits its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is declared bankrupt, makes an assignment for the benefit of its creditors, or suffers the appointment of a receiver or a trustee of its assets. Upon any such termination, Tokyo X will have no further liability under this Order except (i) with respect to any non-terminated portion and (ii) to pay for conforming Goods delivered and conforming Services performed prior to such termination.

 

1. EFFECT OF TERMINATION: Upon any termination of this Order, Tokyo X shall have the right, but not the obligation, to purchase all or any portion of Seller’s materials, work in process, and Goods allocated to this Order (or terminated portion thereof) at the lesser of Seller’s costs or the fair market value of such items.

 

1. GOVERNING LAW AND JURISDICTION: This Order will be governed by and subject to the laws of the State of Texas without regard to conflict of laws principles. The 1980 United Nations Convention on Contracts for the International Sale of Goods or any version thereafter shall not apply to this Order. Any legal action arising under this Order or relating hereto shall be resolved exclusively in the state or federal courts located in Harris County, and both parties hereby irrevocably consent to the exclusive jurisdiction of such courts for such actions. No course of performance, course of dealing, or usage of trade shall be applicable to this Order. In the event a dispute arises out of or in connection with, related to or with respect to this Order, the parties are obligated to mediate such dispute between themselves. If unsuccessful, the parties agree to utilize a third-party mediator agreeable to both parties with fees to be borne equally by each first prior to any further legal intervention. Each party expressly waive trial by jury in any action or proceeding to which they may be parties arising out of, in connection with, or in any way pertaining to this Order. This waiver is knowingly, willingly, and voluntarily made by each party.

 

1. ASSIGNMENT: Seller shall not assign, subcontract, or otherwise delegate any of its rights or obligations under this Order without Tokyo X’s prior written consent. Any such purported assignment, subcontracting, or delegation in violation of the foregoing shall be void, and in such event, Tokyo X may immediately terminate this Order without payment or other penalty. Tokyo X may assign or transfer this Order (or any of its rights and obligations under this Order). This Order binds the parties, as well as their legal representatives, successors, and permitted assigns.

 

 

 

1. MISCELLANEOUS: The word “including” and words of similar import as used in this Order shall mean “including, without limitation.” Unless otherwise stated on the face of this Order, all invoices and payment obligations under this Order will be in U.S. Dollars. All representations, warranties, indemnities, confidentiality obligations, rights, and remedies of Tokyo X and any other provision hereof that by its express terms or by implication is to survive will survive the termination or completion of this Order. Seller is an independent contractor for all purposes hereof, and nothing herein shall be deemed to constitute a partnership or joint venture between the parties. The contract evidenced by this Order is not intended to be one of hiring under the provisions of any workers’ compensation, benefits, tax, or other laws and shall not be so construed. Each provision of this Order is severable and if any provision is found to be invalid, illegal, or unenforceable for any reason, the rest of this Order will remain valid and enforceable. Tokyo X’s rights and remedies under this Order are cumulative and in addition to all other rights and remedies that may be available to Tokyo X under this Order, at law and in equity. Tokyo X’s failure to enforce any provision of this Order will not prevent Tokyo X from later enforcing such provision. If Tokyo X waives Seller’s breach of any provision of this Order, such waiver will not be deemed a waiver of a later breach of such provision. Amendments to this Order shall be in writing and signed by both parties. This Order may be executed in multiple counterparts, each of which shall be deemed an original. The parties agree that a fully executed photocopy of this Order shall be valid as an original. This Order and any Existing Agreement constitute the entire agreement of the parties concerning the subject matter of this Order and supersede any prior or contemporaneous agreements or understandings between the parties concerning the same subject matter. There are no verbal agreements between the parties; all agreements are included in writing.

 

Seller has been advised to seek their own independent legal counsel to review this Order and to advise them accordingly, and by entering into this Order, Seller indicates it has either sought such counsel or, after having an opportunity to do so, elected not to.