Agreement
Agreement dated this day between Seagull Transformation, Inc., d/b/a Seagull Institute (“Seagull”), of 1218 West Carmen, No. 6, Chicago, Illinois 60640, and the person signing this registration form (“Participant”).
Recitals
A. Seagull is an Illinois corporation which is engaged in the business of organizing international educational programs.
B. In particular, Seagull organizes educational programs and visits by French educational institutions, and the students of such institutions, to colleges and universities in the United States, Canada and Europe. As part of its services, Seagull also recruits teachers and defines syllabi in connection with its programs.
C. The list of activities and itinerary which make up the Program for the Participant above will be set forth in a PDF document which will be provided to the Participant.
D. In this Agreement, the parties wish to set forth the terms which govern the services to be provided by Seagull to individual students who: (1) participate in the Program; and (2) enter into this Agreement directly with Seagull in order to do so.
Accordingly, in consideration of the mutual covenants, conditions and promises herein, the parties agree as follows:
1. Recitals. The recitals set out above in this Agreement constitute an integral part of the Agreement evidencing the intent of the parties in executing the Agreement and describing the circumstances surrounding its execution. Accordingly, such recitals are by express reference made a part of the covenants hereto and this Agreement shall be construed in the light thereof.
2. Travel Responsibility. In the absence of a specific agreement between the parties to the contrary, Seagull will not be responsible for air travel or other transportation by common carrier to the beginning point of the Program, or travel from the final destination of the Program. The travel from the relevant airport to the starting point of the Program, and the travel from the Program’s final destination to the pertinent airport, will normally be arranged by the Participant, based on the Program.
3. Providers of Services. The Participant may provide a statement of its preferences with respect to the services provided in connection with the Program. However, the Participant understands and agrees that, in the absence of an agreement by the parties to the contrary, Seagull will have the sole discretion to select the providers of goods and services in order to satisfy its obligations under this Agreement.
4. Exclusive Contact. With respect to the instructors, speakers, professionals and/or sources of information selected by Seagull for the Program, the Participant hereby agrees that Seagull will be the exclusive means of contact with such individuals and/or entities, on behalf of the Participant, in the future. The Participant and its representatives will route all such future communications with such individuals and/or entities through Seagull.
5. Liability.The Participant understands that there are dangers, hazards, and risks inherent in international travel, living in a foreign country, and the activities included in the Program, included but not limited to air, land and sea travel, dietary differences, differences in legal expectations and protection, building cod and other safety differences, any one of which could result in serious or even fatal injuries and property damage. The Participant agrees to assume all the risks and responsibilities surrounding the Participant’s participation in the Program, and understands and agrees that Seagull does not assume responsibility for any such personal injury or property damage.
In consideration of your participation in the Program, the Participant, for himself, his heirs, executors, administrators, personal representatives, successors and assigns (a) waives and releases any and all rights, claims and causes of action he has or may have against any Program Organizer (as defined below) that may arise as a result of his participation in the Program; and agrees to indemnify, defend, and hold harmless all Program Organizers from and against any and all injuries, losses, causes of action, liabilities, damages, expenses (including attorneys’ fees and legal expenses) or claims (collectively “Claims”) that might arise directly or indirectly from his participation in the Program and/or the condition of the property, facilities or equipment used for the Program, regardless of when such Claim might arise including, without limitation, Claims relating to (i) theft, loss or disappearance of property, (ii) bodily injury, (including fatality), and (iii) property damage, for all claims and losses (including attorneys’ fees and legal expenses), which may be brought against any one or more of them by anyone claiming to have been injured or otherwise to have suffered loss or damage as a result of his participation in the Program. For these purposes, a “Program Organizer” is any one or more of the following: Seagull and its subsidiaries, contractors, and affiliates; all organizations helping with the organization of the Program; all governmental agencies with jurisdictional authority in the area or territory in which the Program will be held and from which resources are provided; all sponsors, agents, vendors, contractors and volunteers of or for the Program; and the licensees, officers, directors, employees, representatives, successors and assigns of each of the foregoing.
6. Age Requirement. The Seagull Programs are open to everyone aged 18 years and over.
7. Minimum Number. Each Program requires a minimum number of Participants, which will be determined by Seagull in its sole discretion. If that number is not reached, the Program will be cancelled, rescheduled or merged with other Programs. A Participant will be notified in the event it is necessary to cancel, reschedule or merge a Program. Participants should not purchase their flight tickets before receiving confirmation that the Program will take place, once the minimum number of Participants is reached.
8. Student Evaluations. Students will be required to be evaluated by Seagull in order to participate in Seagull programs. Seagull reserves the right to evaluate, and include or exclude students for the Programs.
9. For Programs taking place in the U.S. - ESTA Program. Seagull’s Programs are designed to enable Participants to enter the United States under the ESTA Program (a form of visiting visa program). Students from non-ESTA countries will not be able to enroll with Seagull. More information regarding ESTA Program countries can be found at: http://www.esta.us/visa_waiver_countries.html.
10. Chaperons. The Participant will be responsible for his or her own behavior, during the travel and events encompassed by the Program, although he or she will be subject to direction by Seagull if called for. There may be chaperons who will accompany the student Participants in the course of the Program. Typically there will be a ratio of one chaperon for each ten students.
11. Insurance Responsibility. Chaperons and Participants must obtain health and liability insurance coverage in order to have such protection relating to their participation in the Program. For example, health care costs can be quite expensive in the United States. The failure to have health insurance in effect for the Program could result in liability for substantial expenses for chaperons and Participants who do not have health insurance. Seagull is not responsible for health insurance or health expenses for chaperons and Participants while they are involved in the Program.
12. Work Product. Any ideas, discoveries, works, inventions, patents, marks, service marks, trademarks, and/or other intellectual property which has been or will be developed in whole or in part by Seagull in connection with the Program or related services (hereinafter the “Work Product”) will be the exclusive property of Seagull. Such Work Product will include, but not be limited to, that which is eligible for copyright, trademark, or patent protection. Upon request, the Participant will execute any and all documents which are required to confirm or perfect the exclusive ownership of Seagull to the Work Product.
13. Use of Name, Logo. The Participant may use the Seagull name and logo for the limited purpose of promoting the Program, only after it has: (a) submitted the promotional material to Seagull for its review; and (b) received Seagull’s approval in writing for the proposed use of the material. The Participant may also include the Seagull logo and link on the Participant’s website after it has received Seagull’s written approval for such use.
14. Use of Images. If the Participant uses images or pictures taken by or on behalf of Seagull, in any public communication or media or social media site, it shall give credit to Seagull with respect to the image or picture in question. The Participant shall publish only those images relating to the Program which have been provided by Seagull. The Participant will also contact Seagull regarding any media requests which relate to the Program.
15. Non-Responsibility for Errors. Seagull is not responsible for typographical or printing errors with respect to the information it provides to Participants, including but not limited to pricing information.
16. Seagull Use of Images. The Participant hereby agrees that Seagull has full permission to take, store, use, reproduce and/or resell the image or likeness of the Participant by any audio and/or visual recording technique (including but not limited to electronic/digital techniques) for any legitimate purpose, including commercial sales and marketing purposes. The Participant understands and agrees that Seagull may take photographic and video images of the Participant(s), to be used for promotional purposes. The Participant understands and agrees that information that is collected by Seagull about the Participant(s) may be disclosed to third parties for legitimate purposes, including but not limited to research, commercial sales and marketing purposes.
17. Housing. To the extent that Seagull is to provide housing for the Participant during the Program, Seagull may provide leased housing from a college or university which is located in the vicinity of the Program’s events. Such housing may include the amenities and facilities typically associated with student housing. For example, such housing may include apartments with shared bedrooms, appliances, furniture, fixtures and mailboxes, and common areas.
18. Standards of Conduct. The Participant agrees to conform to standards of conduct consistent with the positive reputation of Seagull, and to conform to all applicable rules, regulations and policies. In the event that Seagull determines that the conduct or academic standards of any Participant are detrimental to the best interests of the Program, Seagull may terminate the participation of such individual. Seagull reserves the right to decline acceptance or retention of any Participant in the Program if Seagull determines that such person’s presence or conduct is: (a) detrimental to the enjoyment of the Program by others; (b) dangerous to the individual or others; or (c) violative of Seagull’s rules or regulations. A Participant who has been removed from the Program for the reasons discussed in this Section waives the right to a refund of any part of the fee. Seagull may send such Participant home at the Participant’s own expense.
19. Late Arrival. In the event that a Participant misses a flight or otherwise fails to arrive on time for the beginning of the Program, Seagull will allow such Participant to join the Program if: (a) such Participant takes steps as quickly as possible to do so; and (2) no more than twenty-five percent (25%) of the Program, in terms of time, has elapsed. In no event will such latecomer, or the Participant with which he or she is associated, receive a reduction or refund of fees.
20. Standard of Service. Seagull shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, employing knowledge and recommendations for the performance of such services which meet generally acceptable standards in Seagull’s community and region. Seagull will satisfy a standard of care equal to, or superior than, that of similar service providers in Seagull’s community and region working on similar projects.
21. Material Breach. The occurrence of any of the following shall constitute a material breach of this Agreement:
a. The failure of the Participant to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of either party’s property (or a substantial portion thereof) to a levy, seizure, general assignment for the benefit of creditors, or an execution by any creditor or government agency.
d. The failure to provide a substantial portion of the services called for under this Agreement.
22. Default. In addition to any and all other rights a party may have under the applicable law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including but not limited to that failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving this notice shall have fourteen (14) days from the effective date of such notice to cure such default. Unless waived in writing by the party providing the notice of default, the failure to cure the default within such time period shall result in the automatic termination of the Agreement.
23. Force Majeure. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with as a result of causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, but not be limited to, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or national emergencies, insurrections, riots, wars, terrorist attacks, strikes, lockouts, or other work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
24. Arbitration. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of the Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place in Chicago, Illinois. All documents, materials and information in the possession of each party which are in any way relevant to the dispute shall be made available to the other party for review and copying no later than sixty (60) days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any Illinois court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under the Agreement.
25. Entire Agreement. This constitutes the entire agreement between the parties and is not to be modified or amended by any prior or contemporaneous agreement, whether written or oral.
26. Captions. The captions for individual Paragraphs of this Agreement are inserted for organizational purposes only. They are not intended to modify or alter the substance of the provisions contained in the Paragraphs.
27. Counterparts. This agreement may be executed in counterparts, with the same effectiveness and enforceability as if one copy had been executed by all parties.
28. Effect of Invalid Provision. In the event that any one or more of the provisions of this Agreement are determined to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining provisions of the Agreement.
29. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois.
30. Notice Requirements. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by a reputable overnight delivery service, or mailed by certified mail, to the address set forth in the opening paragraph of this Agreement or to such other address as either party may have furnished to the other in writing.
31. Opportunity To Read. The parties hereto represent that they have had ample opportunity to read and understand the provisions of this Agreement.
Recitals
A. Seagull is an Illinois corporation which is engaged in the business of organizing international educational programs.
B. In particular, Seagull organizes educational programs and visits by French educational institutions, and the students of such institutions, to colleges and universities in the United States, Canada and Europe. As part of its services, Seagull also recruits teachers and defines syllabi in connection with its programs.
C. The list of activities and itinerary which make up the Program for the Participant above will be set forth in a PDF document which will be provided to the Participant.
D. In this Agreement, the parties wish to set forth the terms which govern the services to be provided by Seagull to individual students who: (1) participate in the Program; and (2) enter into this Agreement directly with Seagull in order to do so.
Accordingly, in consideration of the mutual covenants, conditions and promises herein, the parties agree as follows:
1. Recitals. The recitals set out above in this Agreement constitute an integral part of the Agreement evidencing the intent of the parties in executing the Agreement and describing the circumstances surrounding its execution. Accordingly, such recitals are by express reference made a part of the covenants hereto and this Agreement shall be construed in the light thereof.
2. Travel Responsibility. In the absence of a specific agreement between the parties to the contrary, Seagull will not be responsible for air travel or other transportation by common carrier to the beginning point of the Program, or travel from the final destination of the Program. The travel from the relevant airport to the starting point of the Program, and the travel from the Program’s final destination to the pertinent airport, will normally be arranged by the Participant, based on the Program.
3. Providers of Services. The Participant may provide a statement of its preferences with respect to the services provided in connection with the Program. However, the Participant understands and agrees that, in the absence of an agreement by the parties to the contrary, Seagull will have the sole discretion to select the providers of goods and services in order to satisfy its obligations under this Agreement.
4. Exclusive Contact. With respect to the instructors, speakers, professionals and/or sources of information selected by Seagull for the Program, the Participant hereby agrees that Seagull will be the exclusive means of contact with such individuals and/or entities, on behalf of the Participant, in the future. The Participant and its representatives will route all such future communications with such individuals and/or entities through Seagull.
5. Liability.The Participant understands that there are dangers, hazards, and risks inherent in international travel, living in a foreign country, and the activities included in the Program, included but not limited to air, land and sea travel, dietary differences, differences in legal expectations and protection, building cod and other safety differences, any one of which could result in serious or even fatal injuries and property damage. The Participant agrees to assume all the risks and responsibilities surrounding the Participant’s participation in the Program, and understands and agrees that Seagull does not assume responsibility for any such personal injury or property damage.
In consideration of your participation in the Program, the Participant, for himself, his heirs, executors, administrators, personal representatives, successors and assigns (a) waives and releases any and all rights, claims and causes of action he has or may have against any Program Organizer (as defined below) that may arise as a result of his participation in the Program; and agrees to indemnify, defend, and hold harmless all Program Organizers from and against any and all injuries, losses, causes of action, liabilities, damages, expenses (including attorneys’ fees and legal expenses) or claims (collectively “Claims”) that might arise directly or indirectly from his participation in the Program and/or the condition of the property, facilities or equipment used for the Program, regardless of when such Claim might arise including, without limitation, Claims relating to (i) theft, loss or disappearance of property, (ii) bodily injury, (including fatality), and (iii) property damage, for all claims and losses (including attorneys’ fees and legal expenses), which may be brought against any one or more of them by anyone claiming to have been injured or otherwise to have suffered loss or damage as a result of his participation in the Program. For these purposes, a “Program Organizer” is any one or more of the following: Seagull and its subsidiaries, contractors, and affiliates; all organizations helping with the organization of the Program; all governmental agencies with jurisdictional authority in the area or territory in which the Program will be held and from which resources are provided; all sponsors, agents, vendors, contractors and volunteers of or for the Program; and the licensees, officers, directors, employees, representatives, successors and assigns of each of the foregoing.
6. Age Requirement. The Seagull Programs are open to everyone aged 18 years and over.
7. Minimum Number. Each Program requires a minimum number of Participants, which will be determined by Seagull in its sole discretion. If that number is not reached, the Program will be cancelled, rescheduled or merged with other Programs. A Participant will be notified in the event it is necessary to cancel, reschedule or merge a Program. Participants should not purchase their flight tickets before receiving confirmation that the Program will take place, once the minimum number of Participants is reached.
8. Student Evaluations. Students will be required to be evaluated by Seagull in order to participate in Seagull programs. Seagull reserves the right to evaluate, and include or exclude students for the Programs.
9. For Programs taking place in the U.S. - ESTA Program. Seagull’s Programs are designed to enable Participants to enter the United States under the ESTA Program (a form of visiting visa program). Students from non-ESTA countries will not be able to enroll with Seagull. More information regarding ESTA Program countries can be found at: http://www.esta.us/visa_waiver_countries.html.
10. Chaperons. The Participant will be responsible for his or her own behavior, during the travel and events encompassed by the Program, although he or she will be subject to direction by Seagull if called for. There may be chaperons who will accompany the student Participants in the course of the Program. Typically there will be a ratio of one chaperon for each ten students.
11. Insurance Responsibility. Chaperons and Participants must obtain health and liability insurance coverage in order to have such protection relating to their participation in the Program. For example, health care costs can be quite expensive in the United States. The failure to have health insurance in effect for the Program could result in liability for substantial expenses for chaperons and Participants who do not have health insurance. Seagull is not responsible for health insurance or health expenses for chaperons and Participants while they are involved in the Program.
12. Work Product. Any ideas, discoveries, works, inventions, patents, marks, service marks, trademarks, and/or other intellectual property which has been or will be developed in whole or in part by Seagull in connection with the Program or related services (hereinafter the “Work Product”) will be the exclusive property of Seagull. Such Work Product will include, but not be limited to, that which is eligible for copyright, trademark, or patent protection. Upon request, the Participant will execute any and all documents which are required to confirm or perfect the exclusive ownership of Seagull to the Work Product.
13. Use of Name, Logo. The Participant may use the Seagull name and logo for the limited purpose of promoting the Program, only after it has: (a) submitted the promotional material to Seagull for its review; and (b) received Seagull’s approval in writing for the proposed use of the material. The Participant may also include the Seagull logo and link on the Participant’s website after it has received Seagull’s written approval for such use.
14. Use of Images. If the Participant uses images or pictures taken by or on behalf of Seagull, in any public communication or media or social media site, it shall give credit to Seagull with respect to the image or picture in question. The Participant shall publish only those images relating to the Program which have been provided by Seagull. The Participant will also contact Seagull regarding any media requests which relate to the Program.
15. Non-Responsibility for Errors. Seagull is not responsible for typographical or printing errors with respect to the information it provides to Participants, including but not limited to pricing information.
16. Seagull Use of Images. The Participant hereby agrees that Seagull has full permission to take, store, use, reproduce and/or resell the image or likeness of the Participant by any audio and/or visual recording technique (including but not limited to electronic/digital techniques) for any legitimate purpose, including commercial sales and marketing purposes. The Participant understands and agrees that Seagull may take photographic and video images of the Participant(s), to be used for promotional purposes. The Participant understands and agrees that information that is collected by Seagull about the Participant(s) may be disclosed to third parties for legitimate purposes, including but not limited to research, commercial sales and marketing purposes.
17. Housing. To the extent that Seagull is to provide housing for the Participant during the Program, Seagull may provide leased housing from a college or university which is located in the vicinity of the Program’s events. Such housing may include the amenities and facilities typically associated with student housing. For example, such housing may include apartments with shared bedrooms, appliances, furniture, fixtures and mailboxes, and common areas.
18. Standards of Conduct. The Participant agrees to conform to standards of conduct consistent with the positive reputation of Seagull, and to conform to all applicable rules, regulations and policies. In the event that Seagull determines that the conduct or academic standards of any Participant are detrimental to the best interests of the Program, Seagull may terminate the participation of such individual. Seagull reserves the right to decline acceptance or retention of any Participant in the Program if Seagull determines that such person’s presence or conduct is: (a) detrimental to the enjoyment of the Program by others; (b) dangerous to the individual or others; or (c) violative of Seagull’s rules or regulations. A Participant who has been removed from the Program for the reasons discussed in this Section waives the right to a refund of any part of the fee. Seagull may send such Participant home at the Participant’s own expense.
19. Late Arrival. In the event that a Participant misses a flight or otherwise fails to arrive on time for the beginning of the Program, Seagull will allow such Participant to join the Program if: (a) such Participant takes steps as quickly as possible to do so; and (2) no more than twenty-five percent (25%) of the Program, in terms of time, has elapsed. In no event will such latecomer, or the Participant with which he or she is associated, receive a reduction or refund of fees.
20. Standard of Service. Seagull shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, employing knowledge and recommendations for the performance of such services which meet generally acceptable standards in Seagull’s community and region. Seagull will satisfy a standard of care equal to, or superior than, that of similar service providers in Seagull’s community and region working on similar projects.
21. Material Breach. The occurrence of any of the following shall constitute a material breach of this Agreement:
a. The failure of the Participant to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of either party’s property (or a substantial portion thereof) to a levy, seizure, general assignment for the benefit of creditors, or an execution by any creditor or government agency.
d. The failure to provide a substantial portion of the services called for under this Agreement.
22. Default. In addition to any and all other rights a party may have under the applicable law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including but not limited to that failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving this notice shall have fourteen (14) days from the effective date of such notice to cure such default. Unless waived in writing by the party providing the notice of default, the failure to cure the default within such time period shall result in the automatic termination of the Agreement.
23. Force Majeure. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with as a result of causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, but not be limited to, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or national emergencies, insurrections, riots, wars, terrorist attacks, strikes, lockouts, or other work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
24. Arbitration. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of the Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place in Chicago, Illinois. All documents, materials and information in the possession of each party which are in any way relevant to the dispute shall be made available to the other party for review and copying no later than sixty (60) days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any Illinois court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under the Agreement.
25. Entire Agreement. This constitutes the entire agreement between the parties and is not to be modified or amended by any prior or contemporaneous agreement, whether written or oral.
26. Captions. The captions for individual Paragraphs of this Agreement are inserted for organizational purposes only. They are not intended to modify or alter the substance of the provisions contained in the Paragraphs.
27. Counterparts. This agreement may be executed in counterparts, with the same effectiveness and enforceability as if one copy had been executed by all parties.
28. Effect of Invalid Provision. In the event that any one or more of the provisions of this Agreement are determined to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining provisions of the Agreement.
29. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois.
30. Notice Requirements. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by a reputable overnight delivery service, or mailed by certified mail, to the address set forth in the opening paragraph of this Agreement or to such other address as either party may have furnished to the other in writing.
31. Opportunity To Read. The parties hereto represent that they have had ample opportunity to read and understand the provisions of this Agreement.
