Master Products and Services Agreement
THIS MASTER PRODUCTS AND SERVICES AGREEMENT (this “Master Agreement”), CST104070-15, is made and entered into as of this date _________ (the “Effective Date”) by and between Comstar Technologies, LLC or its designated affiliate (“COMSTAR”) with an office located at 1155 Phoenixville Pike Suite 114-115, West Chester, PA 19380 and the CUSTOMER identified in the applicable statement of work (“SOW”) attached hereto (“CUSTOMER”) with an office located at ____________. Each of COMSTAR and CUSTOMER may hereinafter be referred to, individually, as a “Party” and, together, as the “Parties.” CUSTOMER understands and agrees that all SOWs, as more fully described on the quote attached hereto, are governed by this Master Agreement and CUSTOMER’S execution and delivery of a SOW to COMSTAR ratifies and confirms CUSTOMER’s acceptance of, and agreement to be bound by, this Master Agreement, as the same may be amended from time to time.
1. Products and Services
1.1 COMSTAR will provide, on a non-exclusive basis, certain equipment, parts, components, peripherals, wiring, accessories, software, third-party warranties and services, and other products (each, a “Product” and, collectively, the “Products”) and/or services (the “Services”) to CUSTOMER pursuant to one or more SOWs and/or activation of services, each of which is incorporated herein by reference and subject to the terms and conditions of this Master Agreement (this Master Agreement together with all SOWs, collectively, this “Agreement”).
1.2 COMSTAR may, from time to time, agree to provide services and perform work not covered by this Master Agreement at a discounted time and materials (“T&M”) rate specified in each SOW during the Term.
2. Term and Termination
2.1 This Master Agreement will become effective on the date service is deemed available to the client and continue until terminated in accordance with this Section 2 (the “Term”); provided, however, that if a client is silent with regard to expiration, then such agreement shall expire, with respect to (a) the purchase of Products (including any related installation), on the date that title to such Product transfers to CUSTOMER in accordance with Section 8.1 hereof or is otherwise decommissioned. Additionally, the Term will renew for a like term unless the Client provides written notice of non-renewal at least thirty (30) days before the end of the then current term.
2.2 Either Party may terminate this Master Agreement or any SOW for convenience with sixty (60) days’ prior written notice to the other Party; provided, however, that if CUSTOMER exercises its right to terminate pursuant to this Section 2.2, (a) a cancellation penalty equal to seventy-five (75%) of the then-remaining aggregate contract value associated with the Services that are to be canceled and (b) all costs and expenses incurred by COMSTAR through the date of such notice will, in each case, become immediately due and payable.
2.3 Either Party may terminate this Master Agreement and/or any SOW for material breach upon written notice (each, a “Notice of Termination”) to the other specifying therein in reasonable detail the nature of such breach and the effective date of termination; provided, however, that if a breach is capable of cure, the Party in breach shall have thirty (30) calendar days following receipt of a Notice of Termination to cure such breach. The termination of one SOW shall have no effect on the validity or enforceability of any other SOW or this Master Agreement including, without limitation, the obligation of CUSTOMER to make timely payment, in full, of all amounts owing in respect of the terminated SOW through the applicable date of termination.
2.4 Upon any termination of this Master Agreement or any SOW pursuant to which software was licensed or a Product was made available but title has not transferred to CUSTOMER by COMSTAR in accordance with Section 8.1 hereof, CUSTOMER will, contemporaneously therewith, uninstall such software and return such Product, as applicable, to COMSTAR.
2.5 Upon written request by CUSTOMER, COMSTAR shall for, a period not to exceed thirty (30) calendar days, assist CUSTOMER in connection with its efforts to transition expired or terminated Services to a new service provider; provided, that (i) termination did not result from CUSTOMER’s breach of this Master Agreement or related SOW and (ii) the Parties agree, in writing, upon a mutually acceptable hourly rate therefor, if not already reflected in the applicable SOW.
3. Invoices and Payments
3.1 COMSTAR will invoice CUSTOMER at the rates and intervals set forth in the applicable SOW but not less frequently than monthly. Invoices will be sent to the e-mail address for CUSTOMER set forth in Section 13.1 of this Master Agreement.
3.2 Notwithstanding anything contained in any quote, purchase order or other document exchanged or delivered by the Parties, CUSTOMER shall pay, in U.S. dollars and without offset of deduction of any kind, the fees and costs (the “Fees”) set forth in the applicable SOW promptly following receipt of an invoice from COMSTAR, but not later than fifteen (15) calendar days after the invoice date.
3.3 The Fees reflected in a SOW and/or invoice are exclusive of any applicable taxes. COMSTAR shall collect from CUSTOMER and remit to the proper authorities all taxes that COMSTAR is required by applicable law to collect from CUSTOMER in connection with the Services. CUSTOMER is responsible for all sales, transfer, custom duties, use, property and any other applicable taxes.
3.4 All amounts not paid when due will be subject to a five percent (5%) late fee if late payments have occurred more than twice in any twelve (12) consecutive month period.
3.5 CUSTOMER shall notify COMSTAR, in writing, at the address for COMSTAR first set forth above ATTN: Accounts Receivable Department, of any disputed Fees within thirty (30) days of the related invoice date; otherwise, the Fees reflected thereon shall be deemed accurate and the Products and Services related thereto accepted by CUSTOMER, in all respects and for all purposes as of the date performed by COMSTAR. The Parties will cooperate in good faith to promptly resolve any Fee dispute.
3.6 COMSTAR reserves the right to withhold Service and other performance if any invoice or account is more than thirty (30) days past due, and CUSTOMER shall be responsible for all costs and expenses of collection including, without limitation, attorneys’ fees and costs, incurred by COMSTAR or its representatives in connection therewith and in enforcing its rights hereunder.
4. Representations and Warranties
4.1 Each Party hereby represents and warrants to the other Party as of the Effective Date and throughout the Term as follows: (a) it is duly organized, validly existing and in good standing under the laws of the state of its incorporation/formation and the laws of each state in which it does business, (b) it has the corporate power and authority to own its properties and conduct its business, (c) it has the full right, power and authority to enter into this Master Agreement and each SOW related hereto and to perform its obligations hereunder and thereunder, (d) This Master Agreement and each SOW related hereto is a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (e) it maintains the insurance required by Section 15 of this Master Agreement.
5.1 CUSTOMER will provide, at no cost to COMSTAR and its designated agents and contractors, all necessary work materials, access to client facilities and computer systems during regular and after business hours as needed.
5.2 CUSTOMER agrees to grant COMSTAR all necessary access to hardware, software, related warranties, network credentials and documentation, whether on CUSTOMER’S premises or by secure remote connection, as applicable.
6. Disclaimer of Liability for Damages
6.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS MASTER AGREEMENT, ANY SOW, OR ANY OTHER AGREEMENT BETWEEN THE PARTIES, NEITHER PARTY, NOR ITS AFFILIATES AND/OR LICENSORS, WILL BE LIABLE TO THE OTHER PARTY, OR ITS AFFILIATES OR LICENSORS, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS MASTER AGREEMENT OR ANY SOW, QUOTE, PURCHASE ORDER, SERVICE OR PRODUCT (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE, AND/OR DAMAGE TO OR DESTRUCTION OR LOSS OF USE OF ANY DATA), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, AND IRRESPECTIVE OF THE NEGLIGENCE OF EITHER PARTY OR WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT OR CONTRACT LAW.
6.2 COMSTAR may, from time to time, provide hardware and software recommendations, sales and installation services; provided, however, that under no circumstance will COMSTAR be liable for any claim made or action or proceeding brought against CUSTOMER, its affiliates or any of their respective directors, officers, employees, agents or representatives by any manufacturer, vendor, or other person or entity relating in any way thereto. CUSTOMER is solely responsible for all hardware and software warranties, licensing and ownership of all hardware, systems and software.
6.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS MASTER AGREEMENT, ANY SOW, OR ANY OTHER AGREEMENT BETWEEN THE PARTIES, CUSTOMER ACKNOWLEDGES AND AGREES THAT IN NO EVENT WILL COMSTAR’S AGGREGATE LIABILITY IN CONNECTION WITH, OR RELATING IN ANY WAY TO, THIS MASTER AGREEMENT AND ALL SOWs EXCEED THE AGGREGATE DOLLAR AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO LIABILITY DURING THE TWELVE (12-) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY AROSE.
7. Limited Warranties
7.1 Any warranty by COMSTAR with respect to the Services shall be as expressly set forth in the applicable SOW; provided, however, that in the absence of warranty language in the applicable SOW, COMSTAR provides the warranty set forth in Section 7.2 below.
7.2 Subject to Section 7.4, COMSTAR warrants that the Services provided will adhere to accepted standard practices of the computer industry and will comply with all applicable federal, state and local laws, rules and regulations and will make commercially reasonable efforts to satisfy the terms of this Master Agreement.
7.3 None of the Products purchased by CUSTOMER through COMSTAR are manufactured by COMSTAR, and COMSTAR makes no representations or warranties whatsoever relating thereto but will transfer to CUSTOMER any manufacturer warranty related thereto to the extent permitted by such manufacturer and applicable law. Any and all claims relating in any way to any goods included in the Services shall exclusively be asserted against the manufacturer of such goods and COMSTAR shall have no liability whatsoever relating thereto.
7.4 The limited warranty set forth in Section 7.2 shall extend for a period of sixty (60) calendar days from the date the particular Service is completed and accepted by CUSTOMER, and CUSTOMER’s sole and exclusive remedy for any breach of such limited warranty shall be to require COMSTAR to cure such breach or, alternatively, if such breach is not cured within thirty (30) calendar days following CUSTOMER’s warranty claim, then CUSTOMER shall be entitled to a refund of the Fees charged for such Service but only if and to the extent such breach is caused by COMSTAR . Any breach of warranty claim must be made within thirty (30) calendar days following the expiration of the warranty period.
7.5 EXCEPT FOR ANY WARRANTY EXPRESSLY SET FORTH IN THE APPLICABLE SOW OR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7, THE PRODUCTS AND SERVICES ARE PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND, WRITTEN OR ORAL, EXPRESS OR IMPLIED, CONTRACTUAL OR STATUTORY INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, COMPATIBILITY OR THAT ANY PRODUCT OR SERVICE WILL BE FREE DEFECT OR IMPAIRMENT ARISING OUT OF, OR RELATING IN ANY WAY TO, ANY THIRD-PARTY TECHNOLOGY OR ANY THIRD-PARTY ACT OR OMISSION INCLUDING, WITHOUT LIMITATION, HACKING OR ANY ACT OR OMISSION OF CUSTOMER, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
8.1 CUSTOMER acknowledges and agrees that all right, title and interest in Products purchased by CUSTOMER pursuant to this Master Agreement, a SOW or a CUSTOMER purchase order shall, to the extent transferrable, transfer to CUSTOMER upon payment, in full, therefor including, without limitation, any related- installation costs by CUSTOMER; provided, however, that if such payment, or any portion thereof, is clawed back due to a bankruptcy-related event involving CUSTOMER (or is otherwise required to be returned to CUSTOMER), then all right, title and interest in such Products, shall, contemporaneously with the occurrence of any such event, automatically revert back to, and vest in, COMSTAR. If it is determined by a court of competent jurisdiction that title to a Product passed prior in time to payment, in full, therefor by CUSTOMER, the parties hereto agree that COMSTAR shall have a security interest in such Product until the date that is ninety (90) days following COMSTAR’s receipt of payment, in full, therefor. In furtherance of the foregoing, CUSTOMER hereby grants COMSTAR a first priority security interest in such Products. Notwithstanding anything to the contrary contained herein or in any SOW or CUSTOMER purchase order, CUSTOMER acknowledges and agrees that the manufacturer of Products has, and will at all times retain, certain intellectual property rights in the items manufactured by it and such rights will not transfer, in whole or in part, to CUSTOMER at any time.
9. Intellectual Property
9.1 Except as otherwise expressly set forth in a SOW, each Party acknowledges and agrees that no intellectual property rights are being transferred, assigned or licensed, in whole or in part, to the other Party in connection with the Services, any SOW or this Master Agreement.
9.2 Except as otherwise expressly provided in a SOW, COMSTAR shall retain all right, title and interest in and to all property rights relating in any way to (a) the Services, (b) information and material shared with, or transferred to, CUSTOMER by COMSTAR pursuant to a SOW (“Deliverables”), (c) works of authorship, programs, software, code, source code, system design, processes, tools, reports, manuals, supporting materials, drawings, diagrams, flowcharts, templates, technology, modifications, fixes and enhancements (“Works”) including, without limitation, all Works jointly developed by COMSTAR and CUSTOMER and all Works developed by CUSTOMER that are derived from, or incorporate, in whole or in part, any Service, Deliverable, Work or feedback provided by COMSTAR in connection with this Master Agreement, a SOW or the Services and (d) copyrights, trademarks, service marks, trade dress, patents, patent applications, trade secrets, know-how and other proprietary rights, however and wherever arising (clauses (a) through (d), collectively, the “COMSTAR IP”). CUSTOMER hereby assigns to COMSTAR all right, title and interest it may hereafter acquire in any COMSTAR IP, and agrees to promptly execute all documents necessary to vest all right, title and interest therein to COMSTAR.
9.3 Each Party agrees not to, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to derive source code or other trade secrets or other proprietary information from the other Party, its subcontractors or its third party vendors.
9.4 For all reports and documents generated expressly for and containing CUSTOMER specific information, shall be owned by CUSTOMER.
10.1 CUSTOMER hereby acknowledges and agrees that it has acquired, prior to the Effective Date, and will acquire during the Term, knowledge with respect to information, technology and other matters, both similar and dissimilar, which the other Party maintains on a confidential basis concerning its business, operations and finances including, without limitation, information concerning the other Party’s intellectual property, services, research, pricing, employees, vendors, contractors and other confidential or proprietary, in each case, the confidentiality of which the other Party takes reasonable steps to protect (any and all of which is herein referred to as “Confidential Information”). Each Party hereby agrees that it will take reasonable precautions to protect the Confidential Information of the other Party and will not, at any time, without the written consent of the other Party, divulge, directly or indirectly, any Confidential Information of the other Party except as approved, in writing, by the other Party in connection with the provision of the Products and Services, or use the Confidential Information in any manner or for any purpose except in connection with the provision of the Services. Each Party acknowledges and agrees that (a) the Confidential Information of the other Party is valuable and unique to it, (b) the unauthorized use or disclosure of the other Party’s Confidential Information would cause irreparable harm to it and (c) nothing herein shall prohibit a Party from pursuing any remedy, whether in law or equity, available to it for breach or threatened breach of this Section 10.1. Notwithstanding the foregoing, each Party may disclose the terms contained in this Master Agreement and a SOW to its legal advisors but only on a confidential basis in connection with the provision of the Services. Confidential Information shall not include (a) information that is or hereafter becomes generally known to the public, except by reason of a breach of this Section 9.1 or
(c) information required to be disclosed by law or court order.
11.1 Without the prior written consent of COMSTAR, CUSTOMER agrees that during the Term and for a period of two (2) consecutive years thereafter, CUSTOMER shall not, directly or indirectly, for itself or others contact, solicit, influence or induce any employee or other person including, without limitation, any consultant, representative, contractor or agent working for or with COMSTAR (or any of its affiliates) to terminate his/her/its employment or other relationship with COMSTAR (or any of its affiliates).
11.2 In the event CUSTOMER hires or retains any COMSTAR personnel, CUSTOMER agrees to pay a fee to COMSTAR equal to 50% of the total compensation (salary, benefits, bonus, and perks) paid to that individual by COMSTAR during the last six (6) months he or she was an employee of COMSTAR.
12.1 Each Party agrees not to, directly or indirectly, disparage or make any statement that could reasonably be perceived as derogatory or defamatory about the other Party or any of its affiliates or their respective businesses, operations, products, services, owners, employees, representatives, contractors or agents, nor shall either Party induce, encourage or condone others to disparage or make any such statements to any person or entity.
13.1 Except where electronic notice is permitted herein, any notice given or made pursuant to this Master Agreement will be effective if in writing and delivered by reputable overnight courier or by certified mail, return receipt requested, and delivered at the address provided herein for each Party, or such other address as may be furnished by either Party to the other.
14.1 Each Party will indemnify, defend and hold harmless the other Party, its affiliates and subsidiaries, and their respective owners, directors, officers, employees and agents, from and against any and all actions, claims, demands, losses, damages, fines, penalties and costs (including, without limitation, attorneys’ fees and costs) arising out of (a) a third party infringement claim related to material developed by COMSTAR, and transferred to CUSTOMER, pursuant to a SOW or (b) any (i) personal injury (including death) or loss or damage to tangible property (other than data or information) to the extent such injury or damage is the result of the negligence or wrongful misconduct of the indemnifying Party or its employees or (ii) breach of this Master Agreement or a SOW by the indemnifying Party; provided, however, that in no event will either Party be liable for any incidental, consequential, special, indirect or punitive damages, losses or claims including, without limitation, lost profits or revenue, lost savings, lost productivity, lost data, lost use of equipment and interruption of business losses, in any case, even if previously advised of the possibility and regardless of the type or nature of the action or the legal theory. Notwithstanding anything to the contrary contained herein or in any other agreement between the Parties relating to the Products and/or Services, CUSTOMER acknowledges and agrees that COMSTAR’s aggregate liability in connection with, or relating in any way to this Master Agreement and the SOWs shall not exceed the dollar amount paid by CUSTOMER during the immediately preceding twelve (12-) month period for the specific Product or Service giving rise to liability. The Party seeking indemnification shall provide prompt written notice to the other Party; provided, that no delay in providing such notice shall relieve the indemnifying Party of its indemnification obligation unless, but only to the extent that, the delay materially prejudices the indemnifying Party’s ability to defend the claim.
15.1 During the Term, each Party agrees to maintain through a reputable insurer (a) statutory workers’ compensation in accordance with all applicable international, national, state and local requirements; (b) employer’s liability with liability limits of $1,000,000 per each accident, each employee and each disease; (c) commercial general liability including coverage for products liability, completed operations (for at least two years after the performance of the Services) and contractually assumed obligations, with liability limits of at least $1,000,000 per occurrence for property damage, $1,000,000 per occurrence for bodily injury and $1,000,000 per occurrence for personal injury; (d) comprehensive automobile liability for all owned, non-owned and hired vehicles with bodily injury limits of no less than $1,000,000 per person, $1,000,000 per accident; and property damage limits of no less than $1,000,000 per accident, each providing for not less than thirty (30) calendar days written notice to the other Party prior to any cancellation, modification, or non- renewal thereof. Each Party shall cause the other Party to be named as an additional insured under the required insurance coverage and shall provide the other Party with a certificate of insurance evidencing the existence of such insurance coverage within five (5) calendar days of request therefor.
16. Relationship of the Parties
16.1 The Parties relationship is one of independent contractors, and nothing in this Master Agreement or any SOW related hereto is intended to create, nor shall it be construed as creating, a partnership, joint venture, agency or employer- employee relationship between the Parties.
17. Reservation of Rights; Competition
17.1 CUSTOMER acknowledges and agrees that COMSTAR has the unrestricted right to conduct business with any person or entity on the terms COMSTAR deems appropriate, in its sole and absolute discretion, notwithstanding that such person or entity is, or may become, a competitor of CUSTOMER or any of its affiliates or subsidiaries, or their respective owners or members.
18. Force Majeure
18.1 COMSTAR shall not be responsible or liable for any failure or delay of performance in connection with, or relating in any way to, the Products, the Services, this Master Agreement or any SOW if such failure or delay relates in any way to an act of God or public enemy, war, terrorist attack, insurrection, riot, epidemic, fire, flood, severe weather, blackout, utility disruption, explosion, earthquake, serious accident, strike, labor trouble or work interruption or slowdown, disruption to a telecommunication or Internet connection, government regulation or any other cause beyond its reasonable control.
19.1 The provisions of Sections 2.2, 2.3, 3, 6, 7, 8, 9, 10, 11, 12, 14, 16, 17, 18, 19, 20, 21 and 22.1(a) through 22(j) hereof shall survive the expiration or any earlier termination of this Master Agreement
20. Governing Law
20.1 This Master Agreement shall be deemed to be made in the Commonwealth of Pennsylvania, and shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law principles.
21. Export Controls
21.1 CUSTOMER agrees not to disclose or export, either directly or indirectly, any technology or information, or the direct product thereof, acquired by it pursuant to this Master Agreement to any destination or person if such disclosure or export is prohibited by the laws and regulations of the United States of America. This Section 21.1 shall survive the expiration or any earlier termination of this Master Agreement.
22.1 (a) This Master Agreement together with the SOWs related hereto constitutes the entire agreement between the Parties hereto with respect to the Products and Services and supersedes all prior agreements, understandings and arrangements, both verbal and written, between the Parties with respect thereto.
(b) FUTURE CHANGES TO THIS AGREEMENT We may be required to change the terms and conditions of this Agreement to comply with regulatory adjustments, changes in governing law, or to address commercial best practices. Notices will be considered given and effective on the date posted on www.comstar-usa.com. Comstar Technologies will make best efforts to notify Customers in advance via email regarding changes to the terms and conditions of this Agreement. Such changes will become binding on you on the date they are posted to our website and no further notice by us is required upon your continued use of the Service. The Agreement as and when posted supersedes all previously agreed to electronic and written terms of service, unless otherwise amended in the original set of contract documents.
(c) CUSTOMER shall not assign this Master Agreement or any SOW, whether by operation of law or otherwise, nor delegate or subcontract any of its duties hereunder or thereunder without the prior written consent of COMSTAR.
(d) This Master Agreement shall be for the benefit of, and binding upon, the Parties hereto and their respective permitted successors and assigns, and nothing contained herein or in any SOW shall confer any rights upon any third party as an intended beneficiary or otherwise.
(e) The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Master Agreement or a SOW shall not affect the validity or enforceability of the remaining provisions hereunder or thereunder.
(f) The waiver by either Party of a breach or violation of any term or provision of this Master Agreement or a SOW shall not operate, or be construed, as a waiver of any subsequent breach or violation, whether or not similar.
(g) Section headings contained in this Master Agreement or a SOW are for convenience of reference only and shall not affect in any way the interpretation of this Master Agreement or SOW, as applicable.
(h) EACH PARTY HEREBY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY AND BENCH TRIAL IN CONNECTION WITH ANY DISPUTE BETWEEN THE PARTIES WHICH RELATES IN ANY WAY TO THIS MASTER AGREEMENT OR THE SERVICES.
(i) If a dispute of any kind between the Parties arises out of, or relates in any way to, this Master Agreement, a SOW, a Product or the Services, the Parties shall attempt, in good faith, to settle such dispute amicably within sixty (60) calendar days after the date on which such dispute arises. If an amicable settlement is not reached by the end of such sixty (60) calendar day period, such dispute shall be settled by binding arbitration held in Chester County and in accordance with the Commercial Arbitration Rules of the American Arbitration Association; provided, that any damages awarded shall be limited as set forth in Section 6.3 hereof.
(j) This Master Agreement and each SOW may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Counterparts executed and/or delivered by electronic means shall be deemed originals for all purposes.