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Case 1:20-bk-12043 Doc 116-1 Filed 07/28/20 Entered 07/28/20 14:1 <br /> Exhibit A - Engagement Agreement Page 6 of 15 <br /> eplV!t <br /> Epiq makes no representations or warranties, express or implied, including, without limitation, any <br /> implied or express warranty of merchantability, suitability, fitness or adequacy for a particular purpose <br /> or use, quality,productiveness or capacity. <br /> 10. Confidential On-Line Workspace <br /> Upon request of Client, Epiq shall be authorized to: (a) establish a confidential on-line workspace with <br /> an outside vendor in connection with the provision of its services to Client pursuant to this Agreement; <br /> and (b) with the consent of Client and/or its designees, publish documents and other information to <br /> such confidential workspace. By publishing documents and other information to this confidential <br /> workspace in accordance with the foregoing, Epiq shall not be considered in violation of any of the <br /> provisions of this Agreement,including, but not limited to, Section 4(Confidentiality). <br /> 11. General <br /> 11.1 No waiver, alteration, amendment or modification of any of the provisions of this Agreement <br /> shall be binding upon either parry unless signed in writing by a duly authorized representative of <br /> both parties. <br /> 11.2 This Agreement may not be assigned by Client without the express written consent of Epiq, <br /> which consent shall not be unreasonably withheld. The services provided under this Agreement <br /> are for the sole benefit and use of Client, and shall not be made available to any other persons. <br /> 11.3 This Agreement shall be governed by the laws of the State of New York, without regard to that <br /> state's provisions for choice of law. Client and Epiq agree that any controversy or claim arising <br /> out of or relating to this Agreement or the alleged breach thereof shall be settled by mandatory, <br /> final and binding arbitration before the American Arbitration Association in New York, New <br /> York and such arbitration shall comply with and be governed by the rules of the American <br /> Arbitration Association, provided that each party may seek interim relief in court as it deems <br /> necessary to protect its confidential information and intellectual property rights. Any arbitration <br /> award rendered pursuant to this provision shall be enforceable worldwide. <br /> 11.4 The parties hereto agree that this Agreement is the complete and exclusive statement of the <br /> agreement between the parties which supersedes all proposals or prior agreements, oral or <br /> written, and all other communications between the parties relating to the subject matter of this <br /> Agreement. <br /> 11.5 Client will use its best efforts to cooperate with Epiq at Client's facilities if any portion of the <br /> Services requires its physical presence thereon. <br /> 11.6 In no event shall Epiq's Services constitute or contain legal advice or opinion, and neither Epiq <br /> nor its personnel shall be deemed to practice law hereunder. <br /> 5 <br />