HomeMy WebLinkAbout08 - Approval of Master Agreement to Procure Digital Video ContentQ �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
November 18, 2025
Agenda Item No. 8
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Melissa Hartson, Library Services Director - 949-717-3801,
mhartson@newportbeachca.gov
PREPARED BY: Rebecca Lightfoot, Library Services Manager - 949-717-3819,
rightfoot@newportbeachca.gov
Approval of Master Agreement with Kanopy, Inc. to Procure Digital
TITLE: Video Content
ABSTRACT:
The Library Services Department is requesting the City Council approve a five-year
agreement with Kanopy, Inc. (Kanopy) to procure digital video content. The Newport
Beach Public Library (Library) has subscribed to Kanopy's streaming service since 2017,
and patron usage has steadily grown since its launch.
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
and
b) Approve a Master Agreement with Kanopy, Inc. for a not -to -exceed amount of $75,000
annually and a total amount of $375,000, through June 30, 2030, and to authorize the
Mayor and City Clerk to execute the agreement.
DISCUSSION:
Kanopy is an online streaming platform service that provides digital films on a wide variety
of topics and for all audiences. Library patrons have access to over 36,000 titles on
demand through Kanopy and can watch movies on several different devices, including
smart TVs, through the app on mobile devices, and through a web browser.
In 2023, Kanopy switched its lending model from play credits to a ticket system. Patrons
are using more tickets to access the streaming content with this new lending model.
Subsequently, annual costs have increased to meet the demand.
Kanopy provides a unique service and its collection of streaming films, including award
winning documentaries, educational films, children's movies and blockbuster hits from
major studios, is not available through other vendors. Kanopy has exclusive streaming
rights to films from A&E, the History Channel, and the Criterion Collection, as well as the
popular Great Courses catalog.
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Approval of Master Agreement with Kanopy, Inc. to Procure Digital Video Content
November 18, 2025
Page 2
FISCAL IMPACT:
The adopted budget includes sufficient funding for this purchase. It will be expensed to
the following accounts in the Library Department:
Library Materials 01060005-841052
Foundation Library Materials 0106051-841052
Friends Library Materials 0106052-841052
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENT:
Attachment A — Kanopy Master Agreement
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ATTACHMENT A
MASTER AGREEMENT
Institution Name:
Newport Beach Public Library
Primary Contact:
Melissa Hartson
Address:
1000 Avocado Avenue
Newport Beach, CA 92660
Phone:
949-717-3810
Email:
mhartson@newportbeachca.gov
This Master Agreement is made and entered into as of the Effective Date set forth below by and between Kanopy INC, a Delaware limited
liability company with a place of business One OverDrive Way, Cleveland, OH 44125 ("Kanopy"), and the institution identified above ("Institution").
Overview
Kanopy streams and makes available digital video content, including associated audio, graphics, text, images and other data and content, to
universities, colleges, schools, public libraries, corporations and other institutions for access and use pursuant to applicable access and license terms.
As permitted by an order between Kanopy and an institution, Kanopy may also host and stream digital video content uploaded by the institution
where such institution holds all necessary rights and permissions to enable Kanopy to host and stream such content. Kanopy streams and makes
digital video content available through various platforms, including its website at www.kanopy.com, the Kanopy iOS and Android mobile apps, the
Kanopy channel on Roku, and other modes of access that are available now or may become available in the future.
Structure of Agreement and Order of Precedence
Kanopy and Institution may enter into one or more order forms under this Agreement (as defined below) for access to and use of digital
content hosted or streamed by Kanopy. As appropriate, each order form will specify the title(s), product(s), fees, period or term of access, and any
special usage rights and/or restrictions and other terms relevant to the order. Each such order form will be governed by the terms and conditions of
this Agreement.
This Master Agreement consists of: (a) the attached Terms and Conditions; (b) any order forms entered into hereunder between Kanopy and
Institution; and (c) this signature page (collectively, the "Agreement"). In the event of any conflict between or among the various components of this
Agreement, the terms and conditions of each component shall take precedence in the order listed above; provided, however, that any conflict with
respect to restrictions on access to or use of materials provided by Kanopy shall be resolved in the manner that gives broadest effect to such
restrictions.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as of the Effective Date by its duly authorized
representative.
KANC
By.
Name
Title:
CITY OF NEWPORT BEACH
a California municipal corporation
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: iolf�t
By: L-A, `
A,aro C. Harp
City -Attorney
ATTEST:
Date: Date:
By:
Joe Stapleton
Mayor
By:
Lena Shumway
City Clerk
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TERMS AND CONDITIONS
1. Definitions
(a) "Access Term" means the period of time set forth in
each Order Form during which the Offerings or, as applicable, Institution
Content covered by such Order Form will be hosted and streamed by
Kanopy pursuant to this Agreement.
(b) "Credentials" means any user accounts, passwords
and other authentication credentials associated with access to or use of
the Service by Institution or End Users.
(c) "End User" means: (i) any student, teacher,
professor, patron, employee or staff member affiliated with Institution;
(ii) any authorized visitor physically present at the facilities of Institution;
and (iii) with respect to any Institution that is a library established for use
by the general public and maintained primarily through public funds, any
individual who is a member of such Institution.
(d) "Institution Content" means any content provided by
Institution pursuant to this Agreement for hosting and streaming by
Kanopy.
(e) "Institution Facilities" means Credentials and any
account, hardware, system or other facility within Institution's custody
or control.
(f) "Offering" means any Product or Title.
(g) "Order Form" means an order form, invoice or other
ordering document entered into between the parties pursuant to this
Agreement specifying the Offerings, Institution Content, fees and
payment terms, special usage rights and restrictions and other terms
relevant to the order.
(h) "Product" means each product identified in an Order
Form that Kanopy will make accessible to Institution pursuant to this
Agreement, including: (i) any package or collection of titles or other
content made accessible to Institution via subscription, patron -driven
acquisition (PDA), pay -per -use (PPU) or other such models; and (ii) any
other product that Kanopy may offer.
(i) "Service" means the service through which Kanopy
hosts and makes accessible Offerings and, as applicable, Institution
Content.
W "Territory" means the geographical area designated
as the Territory in an Order Form or, if no such area is designated in an
Order Form, the country in which Institution is domiciled.
(k) "Title" means each film, video or other content
(excluding Institution Content) identified in an Order Form that Kanopy
will make accessible to Institution pursuant to this Agreement.
2. Grant of Rights and Restrictions
(a) Grant of Rights. During the applicable Access Term
and subject to Institution's compliance in all material respects with the
terms and conditions of this Agreement, Kanopy hereby grants
Institution a limited, non-exclusive, non-sublicensable right and license
to allow End Users within the designated Territory to view Offerings and,
as applicable, Institution Content in real-time within the Service.
(b) Restrictions. All rights granted under this Agreement
may only be exercised for non-commercial personal or educational use.
Institution shall not: (i) use, archive, capture, reproduce, modify, adapt,
create derivative works from, publicly perform, publicly display,
distribute, make, have made, assign, pledge, transfer or otherwise grant
rights to the Service or any Offering, except as expressly permitted under
this Agreement; (ii) translate or reverse engineer, decompile, decode or
otherwise attempt to derive the source code, architectural framework or
data records of any software within or associated with the Service; (iii)
frame or utilize any framing technique to enclose any content within the
Service; (iv) access the Service for the purpose of benchmarking or
developing, marketing, selling or distributing any product or service that
competes with or includes features substantially similar to the Service or
any products or services offered by Kanopy; (v) rent, lease, lend or sell
the Service, or otherwise provide access to the Service as part of a service
bureau or similar fee -for -service purpose; (vi) make the Service or any
Offering accessible to anyone who is not an End User; (vii) remove or
obscure any proprietary notice that appears within the Service or any
Offering; or (viii) use the Service in any way that does not comply in all
material respect with the terms and conditions of this Agreement and all
applicable laws and regulations.
(c) Policies. In addition to the terms and conditions of
this Agreement, access to and use of the Service shall comply with and
be subject to any terms of service, acceptable use policy, privacy policy,
end user license agreement and other guidelines instituted by Kanopy or
its licensors or service providers.
(d) Technical Requirements. Institution and End Users
shall be solely responsible for obtaining, configuring and maintaining any
hardware, network connectivity and third -party software required to
access the Service, including computers, operating systems, web
browsers and storage devices.
(e) Protection. Institution shall be solely responsible for
protecting the confidentiality of Credentials and all activities undertaken
using Institution Facilities. In the event that Institution becomes aware of
any unauthorized use of the Service through Institution Facilities,
Institution shall promptly give written notice to Kanopy of such
unauthorized use and make reasonable efforts to eliminate such
unauthorized use. Institution shall implement and maintain appropriate
security policies and procedures and access control methodologies to
safeguard access to the Service through Institution Facilities and to limit
access to the Service to End Users.
3. Institution Content
(a) Grant of Rights. As specified in an applicable Order
Form, Institution may upload Institution Content to the Service for
hosting and streaming by Kanopy pursuant to this Agreement. During the
applicable Access Term, Institution hereby grants Kanopy a limited, non-
exclusive, non-sublicensable, royalty -free right and license to host,
stream, exhibit, transmit, reproduce, publicly perform, publicly display
and project Institution Content as necessary to make Institution Content
available for viewing by End Users within the Service.
(b) Assurances. Institution represents and warrants that:
(i) it holds all necessary rights (including all intellectual property rights)
and permissions to grant the rights under this Section 3 to Kanopy; and
(ii) Institution Content does not violate any applicable laws or any rights
of another party, including any laws relating to defamation or indecency
and any intellectual property or right of privacy or publicity.
(c) Institution Ownership. Kanopy acknowledges and
agrees that, as between Institution and Kanopy, Institution (or its
licensors) owns all rights, title and interest (including all intellectual
property) in and to Institution Content.
4. Fees and Taxes
(a) Fees. Institution shall pay Kanopy the applicable fees
set forth in each Order Form pursuant to the payment terms therein. If
an Order Form does not specify payment terms, then payments
thereunder shall be due net thirty (30) days after invoice. Amounts not
paid when due shall be subject to interest at the rate of one and a half
percent (1.5%) per month or the maximum rate permitted by law,
whichever is less.
(b) Budget. Kanopy acknowledges that compensation
for each contract year of the Agreement, including all reimbursable items
and fees, shall not exceed $75,000 USD without a prior written
amendment to this Agreement. Kanopy agrees to email Institution when
Institution's overall spend reaches 70%, 80%, 90%, and 100% of the
budget. Kanopy reserves the right to suspend or terminate Institution's
Kanopy platform upon depletion of Institution's budget.
(c) Taxes. Any and all amounts payable hereunder by
Institution are exclusive of any sales, use, value-added, excise or other
similar taxes (collectively, "Taxes"). Institution shall be solely responsible
for paying all applicable Taxes. If Kanopy has the legal obligation to collect
any Taxes, Institution shall reimburse Kanopy upon invoice by Kanopy. If
Institution is required by law to withhold any taxes from its payments to
Kanopy, Institution shall provide Kanopy with an official tax receipt or
other appropriate documentation to support such payments and take
reasonable steps to minimize such payments.
S. Intellectual Property
(a) Kanopy Ownership. Institution acknowledges and
agrees that, as between Kanopy and Institution, Kanopy (or its licensors)
owns all rights, title and interest (including all intellectual property) in
and to the Service and Offerings. Kanopy reserves all rights not expressly
granted under this Agreement.
(b) Suggestions. If Institution elects to provide or make
available to Kanopy any suggestions, comments, ideas, improvements or
other feedback relating to the Service or Offerings ("Suggestions"),
Kanopy shall be free to use, disclose, reproduce, have made, modify,
license, transfer and otherwise utilize and distribute Suggestions in any
manner, without credit or compensation to Institution.
6. Term and Termination
(a) Term. The term for this Agreement shall commence
on July 1, 2025 and continue in effect until June 30, 2030 unless earlier
terminated by Kanopy or Institution in accordance with this Agreement.
(b) Suspension. Kanopy reserves the right to suspend
Institution's and any End User's access to and use of the Service and
Offerings in the event of any: (i) actual or reasonably suspected breach
of Section 2 by Institution or any End User; provided, however, that
Kanopy, where applicable, will use commercially reasonable efforts to
limit suspension to each End User in breach of Section 2 or 3(b) and
restore access upon elimination of the relevant breach; or (ii) failure by
Institution to make any payment when due under this Agreement;
provided, however, that Kanopy will restore access upon Institution's
payment of all outstanding fees.
(c) Termination. Notwithstanding anything to the
contrary, this Agreement maybe terminated as follows: (i) by either party
upon written notice to the other party; provided, however, that no Order
Form is then in effect; (ii) upon a material breach of this Agreement by a
party, which breach is not cured within thirty (30) days after receipt of
written notice from the other party; or (iii) by either party in the event
the other party becomes insolvent or bankrupt; becomes the subject of
any proceedings under bankruptcy, insolvency or debtor's relief law; has
a receiver or manager appointed; makes an assignment for the benefit of
creditors; or takes the benefit of any applicable law or statute in force for
the winding up or liquidation of such party's business.
(d) Survival. Any provision that, by its terms, is intended
to survive the expiration or termination of this Agreement shall survive
such expiration or termination, including Sections: 3(b)(Assurances); 4
(Fees and Taxes); 5 (Intellectual Property); 6(d) (Survival); 7
(Representations and Warranties); 8 (Indemnification); 9 (Disclaimer of
Warranties); 10 (Limitation of Liability); and 11 (Miscellaneous).
7. Representations and Warranties
Kanopy and Institution each represents and warrants to the other
that: (a) it has the necessary power and authority to enter into this
Agreement; (b) the execution and performance of this Agreement have
been authorized by all necessary corporate or institutional action; (c)
entry into and performance of this Agreement will not conflict with any
provision of law or the certificate of incorporation, bylaws or comparable
organizational documents of such party; (d) no action by any
governmental entity is necessary to make this Agreement valid and
binding upon such party; and (e) it possesses all governmental licenses
and approvals necessary to perform its obligations under this Agreement.
8. Indemnification
(a) Indemnification. To the extent permitted by
applicable law, each party agrees that the other party and its affiliates
and licensors (collectively, "Indemnified Parties") shall have no liability
for, and each party shall indemnify, defend and hold the other party's
Indemnified Parties harmless against, any loss, damage, cost, liability and
expense (including reasonable attorneys' fees) finally awarded by a court
of competent jurisdiction or paid in settlement to the extent arising from
any action or claim of a third party based upon a party's breach of Section
2(b) or 3(b) or infringement of such third party's copyright attributable
to any materials provided by the party under this Agreement; provided,
however, that Kanopy shall have no obligation to indemnify Institution
from any loss, damage, cost, liability or expense to the extent it arises
from: (i) access to or use of the Service or any Offering in a manner that
does not comply in all material respects with the terms and conditions of
this Agreement or applicable laws or regulations; (ii) use of the Service or
any Offering in combination with any materials not provided or approved
by Kanopy; or (iii) Institution Content. In the event that the Service or any
Offering becomes the subject of an indemnified claim or Kanopy
reasonably determines that any Offering is likely to become the subject
of an indemnified claim, Kanopy may, at its sole discretion: (1) procure
for Institution a license as necessary for Institution to exercise the rights
granted by Kanopy under this Agreement; (2) modify or replace the
Service or Offering to avoid infringement, provided, however, that the
Service or Offering as modified or replaced remains materially the same;
or (3) issue to Institution a pro-rata refund of fees paid by Institution for
the Service or Offering based upon the remainder of the Access Term.
(b) Procedure. The indemnified party shall: (i) give the
indemnifying party prompt written notice of any indemnified claim;
provided, however, that failure of the indemnified party to give such
prompt written notice shall not relieve the indemnifying party of any
obligation to indemnify pursuant to this Section 8, except to the extent
the indemnifying party has been prejudiced thereby; (ii) cooperate fully
with the indemnifying party, at the indemnifying party's expense, in the
defense or settlement of any indemnified claim; and (iii) give the
indemnifying party sole and complete control over the defense or
settlement of any indemnified claim; provided, however, that any
settlement must include a complete release of the indemnified party
without requiring the indemnified party to make any payment or bear
any obligation.
9. DISCLAIMER OF WARRANTIES
THE SERVICE, OFFERINGS AND ALL OTHER MATERIALS PROVIDED
BY KANOPY UNDER THIS AGREEMENT (COLLECTIVELY, "KANOPY
MATERIALS") ARE PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL
FAULTS." KANOPY, TO THE MAXIMUM EXTENT PERMITTED BY LAW,
EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS
(EXCEPT AS SET FORTH IN SECTION 7), EXPRESS OR IMPLIED, INCLUDING:
(A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE; AND (B) ANY WARRANTY WITH RESPECT TO
THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE
KANOPY MATERIALS, OR THAT USE OF THE KANOPY MATERIALS WILL BE
ERROR -FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL
MEET INSTITUTION'S OR END USERS' REQUIREMENTS.
10. LIMITATION OF LIABILITY
OTHER THAN WITH RESPECT TO KANOPY'S INDEMNIFICATION
OBLIGATIONS UNDER SECTION 8(a): (A) IN NO EVENT SHALL KANOPY OR
ITS AFFILIATES AND LICENSORS BE LIABLE FOR ANY INCIDENTAL,
INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST
PROFITS OR COST OF COVER, ARISING FROM OR RELATING TO THIS
AGREEMENT, INCLUDING DAMAGES ARISING FROM ANY TYPE OR
MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED
BY OR RESULTING FROM ANY ACCESS TO OR USE OF OR INABILITY TO
ACCESS OR USE THE KANOPY MATERIALS, SUCH AS ANY MALFUNCTION,
DEFECT OR FAILURE OF ANY KANOPY MATERIALS, EVEN IF KANOPY HAD
ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH
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DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE
FORESEEABLE; AND (B) IN NO EVENT SHALL KANOPY'S AGGREGATE
LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES
RECEIVED BY KANOPY FROM INSTITUTION UNDER THIS AGREEMENT IN
THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE
ON WHICH THE EVENTS GIVING RISE TO LIABILITY AROSE.
11. Miscellaneous
(a) Independent Contractors. The relationship between
Kanopy and Institution established by this Agreement is solely that of
independent contractors. Neither party is in anyway the partner or agent
of the other, nor is either party authorized or empowered to create or
assume any obligation of any kind, implied or expressed, on behalf of the
other party, without the express prior written consent of such other
party.
(b) Notice. All notices, demands and other
communications to be given or delivered under or by reason of the
provisions of this Agreement shall be in writing and sent to the parties as
follows: (i) if to Kanopy, at the address set forth for Kanopy in the
signature page herein, Attn: Legal Department, or, if different, in the
most recent Order Form; (ii) if to Institution, at the address set forth for
Institution in the signature page herein or, if different, in the most recent
Order Form.
(c) Assignment. Institution may not assign this
Agreement, or assign or delegate any right or obligation hereunder, by
operation of law or otherwise without the prior written consent of
Kanopy. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted
assigns.
(d) No Third -Party Beneficiaries. Nothing in this
Agreement shall confer any rights upon any person or entity other than
the parties hereto and their respective successors and permitted assigns.
(e) Interpretation. For the purposes of this Agreement:
(i) the words "such as," "include," "includes" and "including" shall be
deemed to be followed by the words "without limitation;" (ii) the word
"or" is not exclusive; and (iii) the words "herein," "hereof," "hereby,"
"hereto" and "hereunder" refer to this Agreement as a whole. This
Agreement shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting an
instrument or causing any instrument to be drafted.
(f) Entire Agreement. This Agreement contains the
entire agreement of the parties with respect to the subject matter hereof
and supersedes all previous or contemporaneous oral or written
negotiations or agreements with respect to such subject matter.
(g) Amendment. This Agreement may not be amended
except in a writing executed by an authorized representative of each
party.
(h) Severability. If any provision of this Agreement shall
be held to be invalid or unenforceable under applicable law, then such
provision shall be construed, limited, modified or, if necessary, severed
to the extent necessary to eliminate its invalidity or unenforceability,
without in any way affecting the remaining parts of this Agreement.
(i) Governing Law. This Agreement shall be governed by
and construed and enforced, without regard to conflict of laws principles,
in accordance with: (i) if Institution is domiciled in the United States or
Canada, the laws of the state or province in which Institution is domiciled;
or (ii) if Institution is domiciled outside the United States and Canada, the
laws of the country in which Institution is domiciled. The United Nations
Convention on Contracts for the International Sale of Goods is specifically
excluded from application to this Agreement.
(j) No Waiver. The failure of either party to require strict
performance by the other party of any provision hereof shall not affect
the full right to require such performance at any time thereafter, nor shall
the waiver by either party of a breach of any provision hereof be taken
or held to be a waiver of the provision itself. Any waiver of the provisions
of this Agreement, or of any breach or default hereunder, must be set
forth in a written instrument signed by the party against which such
waiver is to be enforced.
(k) U.S. Government Entities. This section applies to
access to or use of the Service by a branch or agency of the United States
Government ("U.S. Government"). The Service includes "commercial
computer software" and "commercial computer software
documentation" as such terms are used in 48 C.F.R. 12.212 and qualifies
as "commercial items" as defined in 48 C.F.R. 2.101. Such items are
provided to the United States Government: (i) for acquisition by or on
behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R.
12.212; or (ii) for acquisition by or on behalf of units of the Department
of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1
and 227.7202-3. The U.S. Government shall acquire only those rights set
forth in this Agreement with respect to the such items, and any access to
or use of the Service by the U.S. Government constitutes: (1) agreement
by the U.S. Government that that such items are "commercial computer
software" and "commercial computer software documentation" as
defined in this section; and (2) acceptance of the rights and obligations
herein.
(1) Force Maieure. Except with respect to payment
obligations under Section 4, neither party shall be liable for any failure to
perform under this Agreement to the extent due to any act of God, fire,
casualty, flood, war, strike, lock out, failure of public utilities, injunction
or any act, exercise, assertion or requirement of any governmental
authority, epidemic, destruction of production facilities, insurrection or
any other cause beyond the reasonable control of the party invoking this
provision.
(m) Confidentiality. Each party acknowledges and agrees
that it shall treat the terms and conditions of this Agreement, including
any pricing information, as confidential information and not disclose such
information to any third party except to the extent required by applicable
law. For the avoidance of doubt, the parties acknowledge and agree that
Kanopy may identify Customer as a Kanopy customer, and Customer may
identify Kanopy as a provider of content to Customer.
(n) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same agreement.
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