IDEXX Reference Laboratory Transportation General Terms and Conditions

Effective as of March 1, 2019

These IDEXX Reference Laboratory Transportation General Terms and Conditions (the “General Terms and Conditions”) are effective as the date set forth above (the “Effective Date”) and are by and between IDEXX Distribution, Inc. with a principal place of business at One IDEXX Drive, Westbrook, ME 04092 (“IDEXX”) and a party entering into an agreement referencing and incorporating these General Terms and Conditions (“Courier”) (each of IDEXX and Courier, a “Party”), and such agreement a “Courier Agreement”). Each such Courier Agreement and these General Terms and conditions shall constitute a separate, individual, integrated agreement (the “Combined Courier Terms”).

1.Definitions.

Unless otherwise noted, capitalized terms in the Combined Courier Terms have the meanings specified in this Section 1 or in the applicable Courier Agreement.

"Action" means any actual or threatened claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law, in equity, or otherwise.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

"Business Day" means any day except Saturday, Sunday, or any other day on which commercial banks located in Portland, Maine, U.S.A. are authorized or required by Law to be closed for business.

"Claim" means any Action brought against a Person entitled to indemnification under Section 12.

"Confidential Information" has the meaning set forth in Section 9.

"Control" means, regarding any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of another Person, whether through the ownership of voting securities, by contract, or otherwise.

"Disclosing Party" has the meaning set forth in Section 9.

"Goods" means goods Courier has been instructed to ship, has agreed to ship, or has shipped pursuant to these Combined Courier Terms.

"Governmental Authority" means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.

"Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, award, or determination entered by or with any Governmental Authority.

"Indemnified Party" has the meaning set forth in Section 12.1

"Indemnifying Party" has the meaning set forth in 12.1

"Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating to: (i) Patents; (ii) Trademarks; (iii) internet domain names, whether or not Trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website, and URLs; (iv) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, data, data files, and databases and other specifications and documentation; (v) Trade Secrets; and (vi) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the Laws of any jurisdiction throughout any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order, or other requirement or rule of law of any Governmental Authority.

"Losses" has the meaning set forth in Section 12.

"Notice" has the meaning set forth in Section 13.3.

“Parameters” has the meaning set forth in the applicable Courier Agreement.

"Party" has the meaning set forth in the preamble to these General Terms and Conditions.

"Patents" means all patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions, and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventor's certificates, petty patents, and patent utility models).

"Person" means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, Governmental Authority, or any other entity.

"Personnel" means agents, employees or Subcontractors, if any, engaged or appointed by Courier or IDEXX.

"Pick-up Location" means the street address of the location where IDEXX requests that Courier takes possession of the Goods in order to render the Transportation Services.

"Receiving Party" has the meaning set forth in Section 9.

"Representatives" means a Party's Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns.

"Subcontractor" has the meaning set forth in Section 2.2.

"Trademarks" means all rights in and to US and foreign trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, and domain names, and other similar designations of source, sponsorship, association, or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.

"Trade Secrets" means all inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections, patent disclosures, and other confidential and proprietary information and all rights therein.

"Transportation Services" means certain motor carrier transportation and related services as requested by IDEXX and includes all transportation services provided by Courier with respect to Goods, including collection, loading, transportation, unloading, and delivery.

2. Agreement to Transport Goods.

2.1 Transportation Services.

(a) Subject to Section 5, Courier shall provide, at its sole cost and expense, Transportation Services from time to time during the Term as specified in the applicable Courier Agreement.

(b) Courier shall provide all necessary equipment, maintained in good repair, to enable Courier to perform the Transportation Services safely. Courier shall monitor its compliance with all applicable federal, state, and local law relevant to the Transportation Services (including as applicable the Federal Motor Courier Safety Administration's Compliance, Safety and Accountability safety program), and will provide the Transportation Services in a manner consistent with public safety.

(c) Courier shall at its expense provide its Personnel (i) training sufficient to enable such Personnel to provide the Transportation Services and meet the Parameters; (ii) uniforms or other identification clearly identifying individuals as Courier Personnel; and (iii) equipment enabling real-time communications between Courier and Personnel servicing Routes.

(d) Transportation Services are provided on a non-exclusive basis. Courier may provide Transportation Services for Persons other than IDEXX, and IDEXX may retain other Persons to provide Transportation Services.

(e) Courier may decline to provide Transportation Services relating to any Goods that it reasonably determines may expose its Personnel to a substantial health risk.

2.2 Subcontractors.

(a) Courier may subcontract with any Person to perform the Transportation Services for IDEXX (each a "Subcontractor"), provided that before the provision of any Transportation Services by such subcontractor, Courier shall enter into a written agreement with such Subcontractor that binds the Subcontractor to terms that are at least as protective of the rights of IDEXX as the Combined Courier Terms.

(b) Courier's engagement of a Subcontractor shall not relieve Courier of its obligations under the Combined Courier Terms. Courier shall remain fully responsible for the performance of each such Subcontractor (including such Subcontractor’s employees, contractors and agents) and for their compliance with all of the terms and conditions of the Combined Courier Terms. Nothing contained in the Combined Courier Terms creates any contractual relationship between IDEXX and any Subcontractor.

2.3 Relationship of the Parties.

(a) Nothing in the Combined Courier Terms creates any agency, joint venture, partnership, or other form of joint enterprise, employment or fiduciary relationship between the Parties. Courier is an independent contractor under the Combined Courier Terms. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.

(b) Courier shall have sole and exclusive control over the manner in which Courier Personnel perform the Transportation Services, subject to the quality assurance measures outlined in the Parameters. The Parties agree that Courier Personnel are deemed employees or subcontractors of Courier only and as between the Parties to these Combined Courier Terms are subject to Courier’s sole and exclusive employment and engagement, discharge, compensation, discipline and control.

3. Risk of Loss.

3.1 Courier Bears Risk of Loss. Courier shall be liable to IDEXX for the full actual loss, damage or injury to the Goods (including consequential damages arising from such loss, damage or injury) occurring while in the custody, possession or control of Courier, or resulting from Courier's performance of or failure to perform the Transportation Services, save to the extent such loss of or damage or injury to the Goods is directly attributable to the negligence of IDEXX.

3.2 Records. The records of IDEXX and its Customers shall be definitive, binding and conclusive as to the condition of Goods picked up and delivered by Courier.

4. Insurance.

4.1 Requirement to Obtain Insurance. Courier shall procure and keep in force continuously during the Term the following types of insurance:

(a) Commercial general liability insurance, including blanket contractual coverage, for bodily injury and property damage, with a limit of no less than one million dollars ($1,000,000) combined single limit per occurrence.

(b) Workers' compensation insurance in every state in which Courier provides the Transportation Services, with limits no less than the minimum amount required by the applicable law of each such state.

(c) Automobile liability insurance covering owned, non-owned, and hired automobiles with a limit of not less than one million dollars ($1,000,000) combined single limit.

(d) Umbrella (excess) liability insurance for the insurance coverage specified in Section 4.1(a) and Section 4.1(d) with a limit of no less than five million dollars ($5,000,000).

4.2 Insurance Contract Requirements. Courier shall ensure that all insurance policies required under Section 4.1:

(a) be issued by insurance companies reasonably acceptable to IDEXX;

(b) provide that such insurance be primary insurance and any similar insurance in the name of or for the benefit of Courier shall be excess and non-contributory;

(c) regarding Section 4.1(a), name IDEXX and IDEXX’s Affiliates, including, in each case all successors and permitted assigns, as additional insureds;

(d) regarding Section 4.1(b), name IDEXX and IDEXX’s Affiliates, including in each case all successors and permitted assigns, as loss payees; and

(e) waive any right of subrogation of the insurers against IDEXX or any of its Affiliates.

4.3 Cancellation or Non-renewal. Courier shall maintain insurance coverages specified in Section 4.1(a) in full force and effect during the Term. If for any reason any insurance policy required by the Combined Courier Terms is cancelled, not renewed, or applicable minimum policy limit specified in these Combined Courier Terms is not available, Courier shall promptly (but in any event no less than three (3) Business Days) notify IDEXX in writing and in the event of cancellation or termination, purchase a replacement policy containing the same terms and conditions as such cancelled or non-renewed policy and provide evidence of the replacement policy to IDEXX.

4.4 Insurance Certificates. On the written request of IDEXX, Courier shall provide IDEXX with copies of the certificates of insurance and policy endorsements for all insurance coverage required by Section 4.

5. Price and Payment.

5.1 Fees. Fees for the Transportation Services are specified in the applicable Courier Agreement (the “Fees”). Courier acknowledges and agrees that the Fees are the only remuneration that Courier is entitled to receive in exchange for the provision of the Transportation Services.

5.2 Taxes. IDEXX is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by IDEXX under these Combined Courier Terms. In no event shall IDEXX pay or be responsible for any taxes imposed on, or regarding, Courier's income, revenues, gross receipts, Personnel (including employment and employment-related taxes), real or personal property, or other assets.

5.3 Payment Terms. Payment terms for undisputed invoices are thirty (30) days EOM (end-of-month).

5.4 Invoice Disputes. IDEXX shall Notify Courier of any dispute with any invoice within forty-five (45) days of receipt. The Parties shall seek to resolve all such disputes expeditiously and in good faith. IDEXX shall have no obligation to pay any disputed Fee until such dispute is resolved, and Courier shall continue performing its obligations under these Combined Courier Terms regardless of any such dispute. IDEXX will be deemed to have accepted all invoices for which IDEXX does not provide such Notice.

5.5 Setoff. Notwithstanding anything to the contrary in these Combined Courier Terms, and without prejudice to any other right or remedy it has or may have, IDEXX may set off or recoup any liability it owes to Courier against any liability for which IDEXX determines in good faith Courier is liable to IDEXX.

6. Compliance with Laws.

Courier shall at all times comply with all Laws applicable to these Combined Courier Terms and its obligations under the Combined Courier Terms, including Courier's provision of the Transportation Services. Without limiting the generality of the foregoing, Courier shall (a) at its own expense maintain all certifications, credentials, licenses and permits necessary to conduct its business relating to the Transportation Services, and to perform the Transportation Services; (b) ensure that its employees, Subcontractors, and equipment are properly licensed and permitted as required by all jurisdictions where it provides Transportation Services; (c) comply with all applicable federal, state and local Laws regarding its Personnel, including payment of wages, minimum wage and overtime (including the Fair Labor Standards Act of 1938), benefits (including the Employment Retirement Income Security Act of 1974), occupational health (including the Occupational Safety and Health Act of 1970), and other employment-related Laws; and (d) not engage in any activity or transaction, or permit its employees, agents and Subcontractors to engage in any activity or transaction involving the Transportation Services that violates any Law.

7. Intellectual Property Rights.

Except as specifically provided in these Combined Courier Terms, neither party shall acquire any license, title, or other rights in or to any Intellectual Property Rights of the other party under these Combined Courier Terms, or use any Intellectual Property Rights of the other party, without such party’s prior written consent.

8. Term; Termination.

8.1 Termination by IDEXX. IDEXX may terminate the applicable Courier Agreement on Notice to Courier:

(a) except as otherwise specifically provided under this Section 8.1, if Courier is in material breach of, or in the reasonable determination of IDEXX threatens to materially breach, any material provision of the Combined Courier Terms and either the breach cannot be cured or, if the breach can be cured, it is not cured by Courier within seven (7) days following Courier's receipt of Notice of such breach;

(b) if there is any material delay in or failure of the Transportation Services arising from Courier’s act or omission, it is not cured by Courier within seven (7) days following Courier's receipt of Notice of such event;

(c) if Courier breaches Section 6 (Compliance with Laws) or Section 9 (Confidentiality), or IDEXX reasonably determines that such breach is likely, upon Notice;

(d) if Courier fails on more than two (2) occasions to make prompt delivery of Goods;

(e) if Courier:

(i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;

(ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law;

(iii) makes or seeks to make a general assignment for the benefit of its creditors; or

(iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;

(f) if, without obtaining IDEXX's prior written consent, (i) Courier sells, leases or exchanges a material portion of Courier's assets, (ii) Courier merges or consolidates with or into another Person, or (iii) a change in Control of Courier occurs, in any case, without IDEXX's prior written consent; or

(g) at its option, at any time and for any reason, upon ninety (90) days Notice.

Any termination under this Section 8.3 is effective on Courier' s receipt of IDEXX's Notice of termination or any later date set out in the Notice.

8.2 Termination by Courier. Courier may terminate the applicable Courier Agreement on written Notice to IDEXX:

(a) if IDEXX is in material breach of, or in the reasonable determination of Courier threatens to materially breach, any material provision of the Combined Courier Terms and either the breach cannot be cured or, if the breach can be cured, it is not cured by IDEXX within thirty (30) days following IDEXX’s receipt of Notice of such breach;

(b) if IDEXX:

(i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;

(iii) makes or seeks to make a general assignment for the benefit of its creditors; or

(iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;

8.3 Effect of Termination.

(a) Expiration or termination of the Term will not affect any rights or obligations of the Parties that:

(i) come into effect on or after expiration or earlier termination of the applicable Courier Agreement; or

(ii) otherwise survive the expiration or earlier termination of the applicable Courier Agreement under Section 13.2 and were incurred by the Parties prior to such expiration or earlier termination.

(b) Any Notice of termination under these Combined Courier Terms does not impact the Courier's obligation to complete delivery and fulfill all of its obligations with respect to any Goods that have already been picked up by the Courier.

(c) Subject to Section 13.2, the Party terminating this applicable Courier Agreement, or in the case of the expiration of the applicable Courier Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of the applicable Courier Agreement. Termination of the applicable Courier Agreement will not constitute a waiver of any of the terminating Party's rights or remedies/either Party's rights, remedies, or defenses under these Combined Courier Terms, at law, in equity or otherwise.

9. Confidentiality.

From time to time during the Term, IDEXX (as "Disclosing Party") may disclose or make available to Courier (as "Receiving Party") confidential information about IDEXX’s business or IDEXX’s customers’ businesses, or other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 9 by Receiving Party or any of its Representatives; (b) is or becomes available to Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of Receiving Party or its Representatives prior to being disclosed by or on behalf of Disclosing Party; (d) was or is independently developed by Receiving Party without reference to or use of, in whole or in part, any of Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. Receiving Party shall: (A) protect and safeguard the confidentiality of Disclosing Party's Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Combined Courier Terms; and (C) not disclose any such Confidential Information to any person or entity, except to Receiving Party's Representatives who need to know the Confidential Information to assist Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Combined Courier Terms. Receiving Party shall be responsible for any breach of this Section 9 caused by any of its Representatives. On the expiration or termination of the applicable Courier Agreement, and at any time upon the Disclosing Party's written request, Receiving Party and its Representatives shall promptly return to Disclosing Party all copies, whether in written, electronic or other form or media, of Disclosing Party's Confidential Information (or at Disclosing Party’s option, destroy all such copies and certify in writing to Disclosing Party that such Confidential Information has been destroyed). In addition to all other remedies available at law Disclosing Party may seek equitable relief (including injunctive relief) against Receiving Party and its Representatives to prevent the breach or threatened breach of this Section 9 and to secure its enforcement.

10. Representations and Warranties.

10.1 Courier's Representations and Warranties. Courier represents and warrants to IDEXX that:

(a) it is the type of entity specified in the applicable Courier Agreement, duly organized, validly existing, and in good standing in the state specified in the applicable Courier Agreement;

(b) it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of the applicable Courier Agreement;

(c) it has the full right, corporate power and authority to enter into these Combined Courier Terms, to grant the rights and licenses granted under these Combined Courier Terms and to perform its obligations under these Combined Courier Terms;

(d) the execution the applicable Courier Agreement by its Representative whose signature is set forth at the end of such Courier Agreement has been duly authorized by all necessary corporate action of the Courier;

(e) the execution, delivery, and performance of these Combined Courier Terms by Courier will not violate, conflict with, require consent under or result in any breach or default under any material binding obligation of Courier or applicable Law.

10.2 IDEXX’s Representations and Warranties. IDEXX represents and warrants to Courier that:

(a) it is a corporation duly organized, validly existing, and in good standing in the state of Delaware;

(b) it has the full right, corporate power and authority to enter into these Combined Courier Terms, to grant the rights and licenses granted under these Combined Courier Terms and to perform its obligations under these Combined Courier Terms;

(c) the execution of the applicable Courier Agreement by its Representative whose signature is set forth at the end of such Courier Agreement has been duly authorized by all necessary corporate action of the Party;

(d) the execution, delivery, and performance of these Combined Courier Terms by IDEXX will not violate, conflict with, require consent under or result in any breach or default under any material binding obligation of IDXX or applicable Law.

11. Service Warranties.

Courier warrants to IDEXX that it shall perform the Services using Personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under these Combined Courier Terms.

12. Indemnification.

12.1 Subject to the other terms and conditions of these Combined Courier Terms, Courier (the "Indemnifying Party") shall indemnify, defend, and hold harmless IDEXX and its Representatives, officers, directors, employees, agents, Affiliates, successors, and permitted assigns (collectively, the "Indemnified Party") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, court costs, and the costs of enforcing any right to indemnification under these Combined Courier Terms and the cost of pursuing any insurance providers, threatened or incurred by Indemnified Party (collectively, "Losses"), relating to, arising out of or resulting from any Claim (whether by a third party or the Indemnifying Party) alleging:

(a) material breach or non-fulfillment of any material representation, warranty, covenant or term of the Combined Courier Terms by Indemnifying Party or its Personnel;

(b) any negligent or more culpable act or omission of Indemnifying Party or its Personnel (including any recklessness or willful misconduct) in connection with (i) the performance of its obligations under the Combined Courier Terms or relating to the Transportation Services, (ii) any bodily injury or death of any Person, or (iii) any damage to real or tangible personal property (provided that any indemnity obligation of the Indemnifying Party under Section 12(b)(i-iii) shall exclude such portion of any Loss fully and finally determined to be directly and proximately caused by IDEXX’s negligent or more culpable act or omission;

(c) any failure by Indemnifying Party or its Personnel to comply with applicable Laws, including failure to comply with applicable federal, state and local Laws regarding payment of wages, minimum wage and overtime (including the Fair Labor Standards Act of 1938), benefits (including the Employment Retirement Income Security Act of 1974), occupational health (including the Occupational Safety and Health Act of 1970), and other employment-related Laws; or

(d) that IDEXX is an employer (whether jointly with Courier or otherwise) of any of Courier’s Personnel.

12.2 Indemnification Procedure.

(a) The Indemnified Party shall promptly provide the Indemnifying Party Notice of any Claim it reasonably believes may give rise to an indemnity obligation under Section 12.1.

(b) The Indemnifying Party shall have sole control and authority with respect to the defense or settlement of any Claim subject to indemnity under Section 12.1, provided that the Indemnifying Party shall not enter into any settlement or consent judgment obligating the Indemnified Party to take any action or incur any expense without the Indemnified Party’s prior written consent.

(c) The Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, with respect to any Claim.

(d) Each party shall provide reasonable cooperation to the other party with respect to defense of any Claim.

13. Miscellaneous.

13.1 Entire Agreement. The Combined Courier Terms, including all related exhibits, schedules, attachments and appendices, constitute the sole and entire agreement of the Parties regarding their subject matter, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The Parties agree that any additional, contrary or different terms contained in any other document, including any shipping acknowledgement, bill of lading or other request or communication by Courier pertaining to the Transportation Services, will not modify the Combined Courier Terms or be binding on the Parties unless in a signed writing by authorized Representatives of both Parties. If there is a conflict between the terms of the applicable Courier Agreement and these General Terms and Conditions, these General Terms and Conditions will control absent a specific reference in the applicable Courier Agreement of the Parties’ contrary intention.

13.2 Survival. Subject to the other terms of the Combined Courier Terms: (a) the representations and warranties of the Parties, (b) Section 12, and (c) any other provision that, in order to give proper effect to its intent should survive such expiration or termination, will survive the expiration or earlier termination of the applicable Courier Agreement.

13.3 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under the Combined Courier Terms (each, a "Notice") must be in writing and addressed to the other Party at its address set forth in the applicable Courier Agreement (or to such other address that the receiving Party may designate from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Combined Courier Terms, a Notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

13.4 Interpretation. For purposes of these Combined Courier Terms, (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to these Combined Courier Terms as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Combined Courier Terms: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, the Combined Courier Terms; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder to the extent applicable. The Parties have drafted these Combined Courier Terms without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

13.5 Headings. The headings in the Combined Courier Terms are for reference only and do not affect the interpretation of the Combined Courier Terms.

13.6 Severability. If any term or provision of the Combined Courier Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Combined Courier Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

13.7 Amendment and Modification. No amendment to or modification of the Combined Courier Terms Agreement is effective unless it (a) is in writing, identified as an amendment to these Combined Courier Terms and signed by an authorized Representative of each Party or (b) is embodied in an update to these General Terms and Conditions. IDEXX may update these General Terms and Conditions in its sole discretion at any time.

13.8 Waiver.

(a) No waiver under the Combined Courier Terms is effective unless it is in writing, identified as a waiver to the Combined Courier Terms, and signed by an authorized Representative of the Party waiving its right.

(b) Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion.

(c) None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from these Combined Courier Terms: (i) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under these Combined Courier Terms; or (ii) any act, omission, or course of dealing between the Parties.

13.9 Cumulative Remedies. All rights and remedies provided in these Combined Courier Terms are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.

13.10 Equitable Remedies. Courier acknowledges and agrees that in the event of a breach or threatened breach by Courier of any of its obligations under Section 9 (Confidentiality) or any other term of the Combined Courier Terms for which such the breach would give rise to irreparable harm to IDEXX for which monetary damages would not be an adequate remedy, IDEXX shall, in addition to any and all other rights and remedies that may be available to IDEXX at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy.

13.11 Assignment. Courier may not assign any of its rights or delegate any of its obligations (save for Subcontractors) under the Combined Courier Terms without the prior written consent of IDEXX. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under the Combined Courier Terms.

13.12 Successors and Assigns. The Combined Courier Terms are binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

13.13 No Third-party Beneficiaries. These Combined Courier Terms benefit solely the Parties and their respective permitted successors and assigns, and nothing in these Combined Courier Terms, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Combined Courier Terms.

13.14 Choice of Law. These Combined Courier Terms and all matters arising out of or relating to them, are governed by, and construed in accordance with, the Laws of the State of Delaware, United States of America, without regard to its conflict of laws provisions to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of Delaware.

13.15 Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to these Combined Courier Terms, including contract, equity, tort, fraud, and statutory claims, in any forum other than the federal United States District Court for the District of Maine or, if such court does not have subject matter jurisdiction, the courts of the State of Maine sitting in Cumberland County. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

13.16 Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy that may arise under these Combined Courier Terms is likely to involve complicated and difficult issues, and therefore each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Combined Courier Terms.

13.17 Counterparts. Each Courier Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of such Courier Agreement delivered by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy.

13.18 No Publicity. Neither Party shall make any statement (whether oral or in writing) in any press release, external advertising, marketing, or promotional materials regarding the other Party or its business unless it has received the express written consent of the other Party.

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