Speaker Engagement Terms
These Speaker Engagement Terms and Conditions (the “Terms and Conditions”) are incorporated into the Speaker Engagement Form executed by Speaker (the “Speaker Engagement Form”). These Terms and Conditions and the Speaker Engagement Form (collectively, the “Agreement”) shall be considered one agreement by and between DLP Elite LLC, a Florida limited liability company with an address of 405 Golfway West Drive, St. Augustine, Florida 32095 (“DLP”) and Speaker (collectively, the “Parties”).
SECTION 1 – DEFINITIONS AND CONSTRUCTION
1.1. Definitions. Unless defined otherwise in the Speaker Engagement Form, capitalized terms shall have the meanings set forth below or as specifically defined elsewhere in these Terms and Conditions.
1.1.1. Affiliates shall mean any partnership, corporation, limited liability company, trust or other entity directly or indirectly affiliated or under common ownership or control, including any subsidiary, holding company or intermediary company, or any officers, directors, employees, representatives, agents, successors, and assigns thereof.
1.1.2. Content shall mean photographs, video recordings, and/or audio recordings of the Event and/or the Speaker Services taken by or on behalf of DLP.
1.1.3. DLP Marks shall mean any name, trademark, logo, or brand associated with DLP, its Affiliates, or the Event.
1.1.4. Effective Date shall be the date both Parties execute the Speaker Engagement Form.
1.1.5. Event Intellectual Property shall be all methodologies, ideas, concepts, strategies, collections of information, or other intellectual property organized, developed, displayed, or shared at the Event not otherwise owned by any third party, including in-person or virtual presentations, reports, or other materials.
1.1.6. Speaker Engagement Material shall mean material developed or performed by Speaker related to the Speaker Services.
1.1.7. Speaker Marketing Material shall mean headshots, images, recordings, or other material owned by or licensed to Speaker and used to promote Speaker.
1.1.8. Speaker Services shall mean the services outlined in the Speaker Engagement Form.
1.2. Construction. These Terms and Conditions are incorporated into the Speaker Engagement Form. In the event of a conflict or inconsistency among the following documents, the order of precedence shall be (A) the Speaker Engagement Form; and then (B) these Terms and Conditions.
SECTION 2 – ENGAGEMENT TERMS
2.1. Engagement. DLP engages Speaker to furnish the Speaker Services pursuant to the Agreement. The Speaker Services shall be provided pursuant to reasonable instruction from DLP and creative cooperation between the Parties. Speaker acknowledges and agrees that DLP, in its sole and complete discretion, shall control the development, planning, organization, and production of the Event. Speaker acknowledges and agrees that DLP reserves the right to change the name, agenda, format, location, date, time, venue, and any other aspect of the Event. DLP and its Affiliates shall not be liable for any loss, liability, damage, or expense incurred by Speaker and associated with any such change. DLP makes no representation or warranty regarding the number of individuals, exhibitors, or other speakers attending or participating in the Event (collectively, the “Attendees”). Speaker shall promptly comply with any and all instructions issued by or on behalf of DLP in connection with the Event (including but not limited to instructions related to use of the Venue or any other location at which the Event is hosted). DLP shall not be responsible for any failure or delay in performance of any of its obligations herein if such failure or delay is a direct or indirect consequence or the failure or delay of Speaker to comply with any such instruction by or on behalf of DLP.
2.2. Prohibited Activities. Speaker and its Affiliates shall not (A) promote the participation of Speaker in a competing event without the prior written consent of DLP; (B) use DLP Marks or any part thereof or anything confusingly similar, or display, promote, or publish any promotional material at or in connection with the Event, without the prior written consent of DLP; (C) do or permit anything to be done which might adversely effect or diminish any of the rights granted to DLP herein; (D) promote any service or product, or make sales involving the same, at the Event without the prior written consent of DLP; (E) violate the terms and conditions associated with any credential or ticket provided to Speaker or its Affiliates related to the Event; (F) provide or perform the Speaker Services in a manner that will disparage DLP, the Event, Attendees, or the Venue, or be otherwise prejudicial or defamatory to the image or reputation of any such party; or (G) photograph, video record, or audio record the Event or the Speaker Services without the prior written consent of DLP.
2.3. Costs and Expenses. DLP shall be responsible for the costs associated with planning and hosting the Event. Except for any necessary sound or audio projection equipment, Speaker shall be responsible for facilitating the availability and/or supplying equipment necessary to perform the Speaker Services. All necessary and reasonable out-of-pocket expenses incurred by DLP specifically on behalf of or to the benefit of Speaker will be invoiced to and payable by Speaker as provided herein. Any such expense in excess of One Hundred and 00/100 Dollars ($100.00) shall be pre-approved in writing by Speaker (an “Approved Expense”). Speaker shall make payment of any Approved Expense to DLP within thirty (30) days of receipt of said invoice by Speaker. Late payment of any Approved Expense shall be subject to interest at the highest amount permissible by applicable law.
2.4. Term and Termination. The Agreement shall be effective as of the Effective Date and continue until the completion of the Event, unless terminated as provided herein (the “Term”). Either party may immediately terminate the Agreement, without further liability or obligation unless specifically set forth herein, if: (A) the other party (or any of its employees, directors, officers, agents, or representatives) engages in conduct materially damaging to the business or reputation of the non-breaching party; (B) the other party (or any of its employees, directors, officers, agents, or representatives) engages in conduct which: (i) violates any applicable state or local law, rule, regulation, or ordinance relevant to the fulfillment of obligations hereunder; (ii) results in an infringement of any patent, copyright, or other intellectual property rights of either party or any third party; or (iii) violates the confidentiality or solicitation provisions herein; (C) the other party breaches any provision, warranty, or representation herein and such breach remains unremedied for a period of ten (10) days following receipt of written notice; or (D) the other party becomes insolvent, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver for its business, or becomes subject to any proceeding under bankruptcy laws or any other statute or laws relating to the insolvent or protection of the rights of creditors.
2.4.1. Effect of Termination. If DLP terminates the Agreement for cause, Speaker shall refund all amounts paid to Speaker by DLP hereunder within three (3) business days of written demand. If Speaker terminates the Agreement without cause, Speaker shall be subject to the Cancellation Policy below. If DLP terminates the Agreement without cause ((i.e. not pursuant to Section 2.4 hereof and not as a consequence of a Force Majeure Event) (as hereinafter defined)) or Speaker terminates this Agreement for cause, Speaker shall be entitled to retain any consideration paid to Speaker (if any) as of the effective termination date. Upon termination or expiration for any reason: (A) all rights, obligations, and licenses granted to either party shall terminate unless specifically extended; and (B) the Parties agree to promptly return all personal property of the other party in their possession (including copies, if applicable). Termination due to a Force Majeure Event is subject to Section 5.9.
2.5. Cancellation Policy. Speaker understands and agrees that if Speaker cancels or terminates this Agreement without cause, then in addition to a refund to DLP of any amounts already paid to or on behalf of Speaker, Speaker shall pay a cancellation fee to DLP based on the following schedule: (A) fifty percent (50%) of any amount agreed to be paid to Speaker by DLP (excluding costs as provided in Section 2.3) if six (6) months or more prior to the initial date of the Event; (B) seventy-five percent (75%) of any amount agreed to be paid to Speaker by DLP (excluding costs as provided in Section 2.3) if three (3) months or more but less than six (6) months prior to the initial date of the Event; and (C) one hundred percent (100%) of any amount agreed to be paid to Speaker by DLP (excluding costs as provided in Section 2.3) if less than thirty (30) days prior to the initial date of the Event. Speaker shall at all times remain responsible for repayment of any costs payable by Speaker pursuant to Section 2.3. This Cancellation Policy is incorporated herein as a reasonable estimate of damages that will be suffered by DLP in the event of cancellation by Speaker and is not a penalty. Any amounts due to DLP hereunder shall be paid by Speaker in full within three (3) days of written demand. For purposes of this Cancellation Policy, the date of cancellation shall be the date on which DLP receives notice, as required herein, of the intent of Speaker to terminate or cancel the Agreement.
ARTICLE III – PROPRIETARY RIGHTS
3.1. Event Intellectual Property and Content. The Event Intellectual Property is proprietary, the product of work and experience, confidential, and the sole and exclusive property of DLP. Further, the Content is and shall remain the sole and exclusive property of DLP. Speaker agrees not to disclose or share the Event Intellectual Property or Content except and to the extent specifically authorized by DLP. Speaker acknowledges and agrees that DLP shall possess the exclusive right to photograph, video record, and audio record the Event and Speaker Services.
3.2. Speaker Material. The Speaker Engagement Material and the Speaker Marketing Material (collectively, the “Speaker Material”) are and shall remain the sole and exclusive property of Speaker. Notwithstanding, Speaker agrees to provide to DLP, within the reasonable deadlines established by DLP, copies of the Speaker Material. All Speaker Material used or intended to be used at or in association with the Event or the Speaker Services is subject to the prior written approval of DLP. The Parties acknowledge and agree that the obligation of Speaker to obtain approval from DLP for any Speaker Material used at or in association with the Event or the Speaker Services is a material inducement to DLP in entering this Agreement. For this reason, and because it is difficult to determine the damages that DLP may suffer as a result of a breach thereof, Speaker agrees to pay DLP the sum of Ten Thousand and 00/100 ($10,000.00) as liquidated damages for each breach of the obligations set forth in this Section 3.2. Each breach shall constitute a separate breach for purposes of determining the total amount of liquidated damages. Speaker acknowledges and agrees that the liquidated damages amount is not a penalty, but a reasonable estimate of the amount of damages that DLP will suffer as a result of each such breach.
3.3. Rights and Licenses Granted to DLP. Speaker hereby grants to DLP and its Affiliates (A) the right to photograph, video record, and/or audio record the Speaker Services; and (B) a royalty-free, worldwide, irrevocable, limited license to use, display, and/or publish the same (including any such content that includes the name, image, and likeness of Speaker) for (i) promotional purposes, including on websites and in physical marketing and advertising materials related to DLP or its Affiliates; (ii) client development purposes of the same or a similar nature to the Event or associated with future events hosted by DLP or its Affiliates in the future; and/or (iii) professional or personal development purposes for employees of DLP or its Affiliates. In no way will such use by DLP misrepresent, disparage, or otherwise denigrate Speaker and/or the beliefs or affiliations of Speaker. Speaker also grants DLP and its Affiliates a royalty-free, worldwide, limited license during the Term to use, publish, and display the Speaker Marketing Material in connection with the promotion and production of the Event and the Speaker Services.
3.4. License Granted to Speaker. During the Term, Speaker is granted a royalty-free, non-exclusive, non-transferable, non-assignable, limited license to: (A) the Event Intellectual Property for purposes related to the Speaker Services; (B) use, display, and publish DLP Marks (as provided to Speaker by DLP) in connection with the promotion of the Event and the Speaker Services (any such use, display, or promotion being subject to the prior written approval of DLP as provided herein); and (C) use the Content in any publication or reporting on or associated with the Event or the Speaker Services. Speaker may request copies or reproductions of the Content. Any use, display, or publication by Speaker pursuant to any license granted in this Section 3.4 shall not misrepresent, disparage, or otherwise denigrate DLP or its Affiliates.
SECTION 4 – REPRESENTATIONS, WARRANTIES, INDEMNIFICATION, AND LIMITATION OF LIABILITY
4.1. Representations and Warranties of DLP. DLP represents and warrants to Speaker that: (A) DLP possess the power and authority to execute and deliver this Agreement and perform its obligations herein; (B) DLP will fulfill its obligations herein in a professional and timely manner with reasonable skill and care; (C) DLP will comply with all applicable laws, rules, and regulations associated with the Event; (D) the performance of the obligations of DLP herein will not infringe on any third party rights; and (E) any materials provided by DLP pursuant to these Terms and Conditions do not and will not infringe on any third party rights.
4.1.1. Disclaimer. Speaker acknowledges and understands that: (A) the Event Intellectual Property is not developed for or directed towards Speaker; (B) the very nature of investing involves risk, and that no strategy, process, investment, or risk management technique can guarantee positive financial returns or eliminate risk in any market environment; (C) real estate markets in different states, cities, and/or municipalities are separate and distinct, and each may possess or require unique difficulties, strategies, and risk management techniques; and (D) laws, investment management strategies, and investment markets in different industries and countries are separate and distinct, and may possess or require unique difficulties, strategies, and wealth management techniques.
THE EVENT AND THE EVENT INTELLECTUAL PROPERTY IS PROVIDED WITHOUT ANY EXPRESS WARRANTY, WRITTEN OR ORAL, AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.
4.2. Representations and Warranties of Speaker. Speaker represents and warrants to DLP that: (A) Speaker possess the power and authority to execute and deliver this Agreement and perform its obligations herein; (B) Speaker will fulfill its obligations herein in a professional and timely manner with reasonable skill and care; (C) Speaker will comply with all applicable laws, rules, and regulations associated with the Event and the performance of the obligations of Speaker herein; (D) the performance of the obligations of Speaker herein and the participation of Speaker at the Event will not infringe on any third party rights; and (E) any materials provided by Speaker pursuant to these Terms and Conditions do not and will not infringe on any third party rights.
4.3. Indemnification. Speaker agrees to defend, indemnify, and hold harmless DLP, its Affiliates, and the Venue against any and all claims, losses, or damages to persons or property, governmental charges or fines, and attorney fees and legal costs arising out of: (A) any action or failure to act on the part of Speaker; or (B) any breach of this Agreement by Speaker. Following notice of any claim for indemnification by DLP, Speaker shall give DLP complete control of the defense (and settlement) of such claim, and shall reasonably cooperate with DLP (and its insurance company and any legal counsel) in the defense of any such claim, all at the expense of Speaker.
4.4. Insurance. Speaker understands that DLP does not maintain insurance coverage for the property of Speaker and Speaker shall obtain such insurance.
4.5. Limitation of Liability. DLP, its Affiliates, and the Venue shall not be responsible for the safety or any loss, theft, destruction, or damage to property of, or for injury to, Speaker or any Affiliate thereof. Such parties waive all claims against DLP, its Affiliates, and the Venue, and release the same from all liabilities with respect thereto. IN NO EVENT SHALL EITHER PARTY BY LIABLE TO THE OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, OR DAMAGE TO GOODWILL OR REPUTATION REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND/OR EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF DLP FOR ANY CLAIM RELATING TO THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE FEE PAID OR PAYABLE HEREUNDER TO SPEAKER. ANY CLAIMS MADE PURSUANT TO THIS SECTION MUST BE MADE WITHIN ONE (1) YEAR OF THE INCIDENT TO WHICH THEY RELATE OR FOREVER BE BARRED. THIS SECTION SHALL SURVIVE TERMINATION OF THE AGREEMENT.
4.5.1. Liability Waiver and Risk Acknowledgement. Speaker acknowledges and agrees that the performance of the Speaker Services, including but not limited to travel associated with the same, involves risk of physical injury, death, or property loss despite safety precautions. Speaker also acknowledges and agrees that any medical expenses, property loss, or other personal expenditures suffered during or from any travel or lodging associated with the Speaker Services are the responsibility of Speaker. Finally, Speaker acknowledges and agrees that DLP is not responsible for assuring the safety of any transportation, travel, or lodging accommodation provided pursuant to this Agreement (if any). Speaker accepts the risks and responsibilities inherent with such travel, transportation, and lodging.
SECTION 5 – GENERAL
5.1. Non-Solicitation and Non-Disparagement. The Parties acknowledge that each has a legitimate business interest in maintaining its customers, clients, beneficial business relationships, employment relationships, and goodwill. Thus, the Parties agree that during the Term and for a period of two (2) years following the termination or expiration hereof, neither Party or representatives thereof may, directly or indirectly: (A) solicit the employment or services of any Team Member (as hereinafter defined); (B) induce any Team Member from or to the employ of DLP, Speaker, or their Affiliates; (C) hire any Team Member; or (D) solicit any customer, client, investor, vendor, licensor, or supplier of DLP, Speaker, or their Affiliates to divert their business to any other person or entity or in any way interfere with said beneficial business relationship. For purposes of this provision, “Team Member” means any person who is an officer, employee, agent, contractor, or representative of DLP, Speaker, or their Affiliates or was an officer, employee, agent, contractor, or representative of DLP, Speaker, or their Affiliates within twelve (12) months preceding the solicitation, inducement, or hiring. The foregoing will not apply to any Team Member terminated without cause. The Parties (or any person acting for or on their behalf) agree that neither shall make, utter, or communicate, whether directly or indirectly, any critical, negative, derogatory, or disparaging remarks regarding any other Party (or their Affiliates), whether true or untrue, and whether or not presented as an opinion or statement of fact. Such prohibition shall include, but not be limited to, all web-related postings. This non-disparagement provision shall survive the termination or expiration of the Agreement indefinitely. In the event of a breach or threatened breach of this Section 5.1, the non-breaching party shall be entitled to specific performance, including without limitation, an injunction restraining such breach, it being recognized that any injury arising from a breach would be irreparable and would have no adequate remedy at law; however, nothing herein shall be construed as prohibiting either of the Parties from enforcing its rights herein (which are not intended to be exclusive) or pursuing any other remedy available for such breach or threatened beach, at law or in equity. In addition, in the event of an alleged breach hereof, the non-solicitation period shall be tolled until such breach or violation is cured.
5.2. Non-Union Agreement. The Parties hereby agree that this Agreement is not subject to the terms of any guild agreement, including without limitation, the most recent versions of the Writers Guild of America (“WGA”) Basic Agreement or the Screen Actors Guild (“SAG”) Basic Agreement, since Speaker is hereby attesting to the fact that he or she is not a member of any such organization. As such, DLP shall not be responsible for payment of any WGA, SAG, or other guild-related residual, pension, health and/or welfare payment, or any other additional compensation other than as specifically set forth herein in connection with any such guild agreement or otherwise. Notwithstanding the foregoing, if any guild or other union payments of any kind become due, the minimum applicable payment shall apply and be fully applicable against any fee paid by DLP to Speaker directly related to the Speaker Services (if any). In the event any such payment exceeds the fee paid by DLP to Speaker directly related to the Speaker Services (if any), Speaker shall satisfy the difference.
5.3. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter therein and shall supersede all prior communications and understandings, whether oral or written. This Agreement may be modified only by a written instrument signed by both Parties. The failure to enforce any clause hereof shall not be construed as a waiver or modification of such clause, or impairment of any right to enforce such clause thereafter.
5.4. Severability; Survival. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The provisions herein which are intended to survive any expiration or termination hereof shall so survive such expiration or termination.
5.5. Counterparts; No Assignment. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument, without necessity of production of the others. Neither this Agreement nor any part or portion hereof shall be assigned, sublicensed, or otherwise transferred by Speaker without the prior written consent of DLP. DLP may assign this Agreement without the prior written consent of Speaker in connection with the transfer or sale of all or substantially all of its business related to this Agreement or in the event of its merger, consolidation, corporate restructuring, change in control, or similar transaction.
5.6. Attorneys’ Fees. If any legal action is commenced related to, or arising out of, this Agreement, the prevailing party in such action shall recover all reasonable out-of-pocket costs actually incurred in connection with defending or prosecuting the action (pre-suit through appeal), including without limitation, all reasonable arbitration costs, expert fees, and attorneys’ fees.
5.7. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment, agency, partnership, or joint venture relationship. The Parties shall not be entitled to enter into any agreement or otherwise bind the other Party except as specifically authorized herein and/or as pre-approved in writing by both Parties.
5.8. Governing Law; Jury Trial Waiver. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without giving effect to the principles of conflicts of law. Any action arising out of this Agreement will be exclusively resolved in the state or Federal courts located in (or in the event of a Federal court nearest to) St. Johns County, Florida. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM, OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT. The rights and remedies of the Parties herein are not exclusive of any other rights or remedies to which they may be entitled under law or contract. This choice of jurisdiction and venue shall not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality or non-solicitation obligations, or enforcement or recognition of any award or order in any appropriate alternative jurisdiction.
5.9. Force Majeure. DLP shall not be liable for any delay in satisfying or the failure to perform its obligations set forth in the Agreement (including without limitation the postponement or cancellation of the Event) and may terminate this Agreement in part or in full as a result of circumstances beyond its reasonable control or which make such performance impracticable, including without limitation, fire, flood, natural disaster, or other acts of God; any riot, strike, or other civil or labor unrest; transportation suspensions or other infrastructural incapacitation, or inability to secure sufficient labor, power, essential commodities, or necessary equipment; any act of war, armed conflict, terrorist attached or threat of the foregoing; any governmental action or regulation enacted of effective following the execution of this Agreement and which is prohibitive or restrictive of the Event, or any other performance contemplated by this Agreement; any outbreak of disease, public health emergency, quarantine, epidemic, pandemic (including but not limited to the novel coronavirus SARS-CoV-2 and any resulting disease (together with any variation thereof, “COVID-19”) or similar infectious diseases), nuclear or chemical contamination, or other condition that threatens the life, health, or safety of the attendees of the Event or the employees, personnel, or agents of DLP as determined by DLP in its sole and complete discretion (each and collectively, a “Force Majeure Event”). For clarification and without limitation of the foregoing, a change in the Event (including those changes contemplated in Section 2.1 hereof) shall not be deemed a cancellation.
5.10. Notices. All notices, requests, , or demands to be delivered hereunder shall be in writing and be deemed duly given: (A) three (3) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid; (B) one (1) business dater after it is sent by Federal Express or similar nationally recognized overnight courier service; or (C) immediately if and when transmitted by electronic mail; in each case, provided such notice is addressed to the intended recipient at the address last provided by such intended recipient (or to such other address as the intended recipient may request by way of an appropriate notice given in accordance with this Section 5.10).
5.11. Confidentiality. Except for information that is generally known or available to the public (other than publicly available information whose disclosure or sharing is subject to any federal or state information privacy law or regulation), information that is independently discoverable, or information that is not treated as confidential by the party (as indicated in writing by such party), information concerning a party’s business is “Confidential Information” and proprietary to such party and shall be maintained in confidence and not disclosed, used, or duplicated by the other party, except in connection with performance under this Agreement. The existence and terms of this Agreement shall be considered Confidential Information; however, the same may be disclosed to the extent required in order to fulfill its obligations hereunder. Each party shall promptly inform the other party in writing of any security breach or other incident involving possible unauthorized disclosure of or access to Confidential Information. Each party shall return Confidential Information to its owner upon request, including any and all copies thereof. A breach of either party’s confidentiality obligations may cause the aggrieved party to suffer irreparable harm in an amount not easily ascertained. The Parties agree that such breaches, whether threatened or actual, will give the non-breaching party the right to terminate this Agreement immediately, seek to obtain equitable relief (i.e. obtain an injunction to restrain such disclosure or use without the requirement of posting a bond), and pursue all other remedies said party may have at law or equity.
5.12. Headings. The headings contained in this Agreement are for convenience only and shall not be interpreted to limit or otherwise impact the provisions hereof.