Revenue Growth Partner Terms

These Revenue Growth Partner Terms & Conditions (“Terms”) govern your participation in the Interceptly Revenue Growth Partnership Programme (the “Programme”). Interceptly is operated by ReachSoft OÜ, trading as Interceptly, a company registered in Estonia (Registration No: 17027954), with operations globally, including in the United Kingdom (“Interceptly”, “we”, “us” or “our”).

By applying to join the Programme, you (“Revenue Growth Partner”, “you” or “your”) confirm that you have read, understood, and agreed to these Terms. If you do not agree, you must not apply to, or participate in, the Programme.

Participation is subject to a formal application and approval process. Interceptly reserves the sole discretion to accept or reject any application without obligation to provide reasons. Your appointment as a Revenue Growth Partner is only confirmed once Interceptly has issued written approval and received your first Partner Licence Fee in cleared funds.

Interceptly may update or amend these Terms from time to time. The current version will always be available at https://interceptly.ai/partners/rev-growth-terms/. Any material changes will take effect twenty-eight (28) days after written notice is given to you (by email or via the Programme portal). Your continued participation in the Programme after that date constitutes acceptance of the revised Terms. You are responsible for reviewing the latest version periodically.

1. Appointment as a Revenue Growth Partner

1.1 By joining the Programme and paying the Partner Licence Fee, you (“Revenue Growth Partner”, “you”, “your”) confirm that you have read, understood, and agreed to these Terms. If you do not agree, you must not participate in the Programme.

1.2 Initial Term and Commitment1.2 This Agreement shall commence on the Commencement Date and shall continue for an initial fixed term of six (6) months (the “Initial Term”).1.3 During the Initial Term, the Agreement may not be terminated for convenience by the Partner.1.4 Following expiry of the Initial Term, this Agreement shall automatically renew on a rolling monthly basis (each a “Renewal Term”) unless and until terminated in accordance with Section 9.

1.5 Interceptly reserves the right, at its sole discretion, to approve, suspend, or terminate your participation if you breach these Terms, engage in unethical or unlawful conduct, or misrepresent Interceptly’s services.

2. Fees & Payments

2.1 Partner Licence Fee

(a) As a condition of participation in the Programme, you must pay a recurring Partner Licence Fee, payable monthly in advance.

(b) The applicable Partner Licence Fee is set out in the current Partner Fee Schedule, made available exclusively via a private link provided to approved Revenue Growth Partners.

(c) As part of the Programme, the Partner must select one of the following licence options (each a “Partner Licence Option”):
  • Pipeline Builder Core
  • Pipeline Builder Advanced
  • Engage Intercept

Each Partner Licence Option includes the features and service specifications described in the Interceptly Partner Help Centre (as updated from time to time). Interceptly may update, enhance, or modify the specifications of any Partner Licence Option at its discretion, provided that such changes do not materially reduce the core functionality of the selected service.

2.2 Client Licence Fees

(a) A separate Client Licence is required for each end client account activated under your Partner account.(b) Each Client Licence is subject to a minimum term of three (3) months commencing on the date Interceptly receives a completed and approved Client Application Form (the “Client Licence Start Date”).(c) Client Licences shall automatically renew on a monthly basis following expiry of the minimum three (3) month term unless terminated in accordance with this Agreement.(d) You acknowledge and agree that:
  • no Client Licence shall be activated without submission of a completed Client Application Form in the form prescribed by Interceptly from time to time;
  • Interceptly reserves the right to approve or reject any proposed client application at its sole discretion;
  • Client Licence Fees are payable from the Client Licence Start Date regardless of whether the client has fully utilised the services.

(e) Early termination of a Client Licence during the minimum three (3) month term shall not relieve you of the obligation to pay all fees due for the remainder of that minimum term.(f) Client Licence Fees shall be as set out in the applicable Client Fee Schedule (as amended from time to time in accordance with Clause 2.6).

2.3 Payment Terms

(a) All fees are payable in full and cleared funds via the payment method specified by Interceptly.

(b) Fees are non-refundable, except as required by law.

(c) Late payments may result in suspension or termination of your access to the Programme, without prejudice to Interceptly’s right to recover outstanding sums.

(d) Interceptly may charge interest on any overdue amounts at a rate of 4% above the Bank of England base rate from the due date until payment in full. You shall also reimburse Interceptly for all reasonable costs (including legal fees and debt recovery agency fees) incurred by Interceptly in recovering overdue amounts.

(e) In the event of chargebacks, payment reversals, or disputed transactions relating to your account or your clients, Interceptly may suspend access to Programme benefits (in whole or part) and set off such amounts against any sums due to you (if any).

2.4 Taxes

All fees are exclusive of VAT or other applicable taxes, which shall be added at the prevailing rate. You are responsible for accounting for and paying any taxes applicable in your jurisdiction.

2.5 No Set-Off

You shall make all payments in full without deduction, set-off, or counterclaim.

2.6 Fee Schedules, Confidentiality & Changes

(a) The Partner Licence Fee and Client Licence Fee shall be as set out in the applicable Partner Fee Schedule and Client Fee Schedule (together the “Fee Schedules”).

(b) The Fee Schedules are provided exclusively via private links. You must keep the Fee Schedules and links strictly confidential and not disclose or share them except with professional advisers under obligations of confidentiality.

(c) Interceptly may amend the Fee Schedules (including the applicable fees) by giving not less than twenty-eight (28) days’ written notice. The updated fees shall apply automatically from the date specified in the notice. 

 2.7 Minimum Term Commitment and No Refunds(a) All Partner Licence Fees during the six (6) month Initial Term are non-cancellable and non-refundable.(b) All Client Licence Fees during the applicable minimum three (3) month term are non-cancellable and non-refundable.(c) For the avoidance of doubt, suspension, non-use, or reduced usage of the Programme does not relieve you of payment obligations during any minimum term.

3. Programme Benefits & Usage

3.1 Partner Entitlements

Upon approval and subject to payment of the Partner Licence Fee, Interceptly will make available to you the following Programme benefits:

(a) access to a white-label version of the Interceptly platform, including one (1) user seat;

(b) three (3) LeadIntercept™ accounts;

(c) one (1) dedicated domain and three (3) associated mailboxes;

(d) Interceptly-produced, white-labelled marketing decks and sales content;

(e) training sessions as reasonably required for onboarding and use of the Programme; and

(f) ongoing support as described in Interceptly’s programme materials.

3.2 Usage Terms

(a) Use of the Interceptly platform is subject to Interceptly’s Supply of Service Terms, available at: https://interceptly.ai/services/supply-terms/

(b) Use of LeadIntercept™ is governed by Interceptly’s Supply of Service Terms (as updated from time to time), available at: https://interceptly.ai/services/supply-terms/.

(c) Marketing materials provided by Interceptly are for your use only and may not be sold, sublicensed, or distributed without our prior written consent.

3.3 Training

(a) Interceptly will provide a reasonable amount of training at no additional cost.

(b) Interceptly reserves the right to charge additional fees for further training beyond this reasonable scope, with prior written notice.

3.4 Changes to Benefits

Interceptly may amend, substitute, or withdraw any Programme benefits at its discretion, provided that such changes do not materially reduce the core services supplied under this Agreement.

3.5 Partner Responsibility

You are solely responsible for:

(a) ensuring that any use of the Programme benefits complies with applicable laws and regulations;

(b) managing your client relationships, including all commercial terms between you and your clients; and

(c) the accuracy, legality, and appropriateness of any content, data, or communications transmitted via the Programme benefits.

3.6 Service Availability & Maintenance

Interceptly may carry out scheduled or emergency maintenance and does not guarantee uninterrupted availability. Outages, maintenance, or feature changes do not entitle you to refunds, credits, or termination rights, save as required by law or expressly set out in the Supply of Service Terms

3.7 Third‑Party Services

The Programme may integrate with or reference third‑party services, tools, or offers. Interceptly does not control and is not responsible for third‑party services, and provides no warranty or support for them. Your use of such services is subject to the relevant third‑party terms.

3.8 Service Specifications(a) The features, functionality, inclusions, and service elements of each Partner Licence Option and Client Licence are described in the Interceptly Help Centre under the “Partner Information” collection (as updated from time to time).
(b) Interceptly may modify, improve, substitute, or discontinue specific features, tools, integrations, or service elements at its discretion, provided that the overall nature of the service remains materially consistent with the selected Partner Licence Option.(c) The Help Centre documentation does not form a separate contractual agreement but is incorporated into these Terms by reference.

4. Partner Obligations

4.1 Compliance with Agreement

You agree to comply with these Terms, the Interceptly Supply of Service Terms (https://interceptly.ai/supply-service-terms/), and any other policies notified to you by Interceptly from time to time.

4.2 Payment of Fees

You must pay all Partner Licence Fees, Client Licence Fees, and any other charges due under this Agreement on time and in full. Non-payment may result in suspension or termination of your participation in the Programme.

4.3 Use of the Programme

You must:

(a) use the Programme benefits solely for the purpose of operating your business as a Revenue Growth Partner;

(b) ensure that all use complies with applicable laws, including data protection, privacy, and marketing laws;

(c) maintain the confidentiality of any access credentials provided to you; and

(d) refrain from any activity that could damage, disable, overburden, or impair the Interceptly platform or its reputation.

(e) preserve sender reputation and comply with acceptable use requirements for email, domain, and messaging services (including throttling, warm‑up, DNS records, and authentication such as SPF, DKIM, DMARC) as reasonably directed by Interceptly.

4.4 Representation of Services

(a) You may promote the Programme and Interceptly services only in accordance with the marketing materials and guidance provided by Interceptly.

(b) You must not misrepresent Interceptly’s services, guarantees, or pricing, nor make any commitments on Interceptly’s behalf.

(c) All agreements with your clients remain solely between you and your client. Interceptly is not a party to such agreements.

4.5 Restrictions

You must not:

(a) sublicense, resell, or transfer the Programme benefits except as expressly permitted by Interceptly;

(b) use Interceptly’s branding, trademarks, or intellectual property other than as authorised in writing;

(c) attempt to reverse-engineer, modify, or create derivative works from the Interceptly platform or materials;

(d) use the Programme benefits in any unlawful, deceptive, or unethical manner.

4.6 Cooperation & Information

You agree to cooperate with Interceptly and provide any information reasonably required to administer the Programme, ensure compliance with these Terms, or resolve disputes with clients. You shall ensure such information is complete and accurate, and promptly correct any discrepancies notified to you.

4.7 Direct Marketing Compliance

Without limitation to Clause 4.3(b), you will comply with applicable direct‑marketing and e‑privacy laws, including the Privacy and Electronic Communications Regulations 2003 (UK PECR), the EU ePrivacy rules, GDPR/UK GDPR, and, where relevant, CAN‑SPAM and similar laws in target jurisdictions.

4.8 Insurance

You shall maintain (at your own cost) appropriate business insurance, including professional indemnity and cyber liability insurance, at levels commensurate with the risks of your activities under this Agreement, and provide evidence of cover upon reasonable request.

4.9 Anti-Bribery & Modern Slavery

Each party shall:

(a) comply with all applicable anti-bribery, anti-corruption, and anti-slavery laws, including (where applicable) the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977, and the UK Modern Slavery Act 2015;

(b) maintain adequate policies and procedures to prevent bribery, corruption, forced labour, and human trafficking in its business and supply chains; and

(c) promptly notify the other party if it becomes aware of any breach of this clause.

4.10 Client Application & Due Diligence(a) You are responsible for ensuring that all information submitted in each Client Application Form is complete, accurate, and lawful.(b) You warrant that each proposed client:
  • operates lawfully;
  • complies with applicable marketing and data protection laws; and
  • does not operate in any restricted or prohibited sector notified by Interceptly from time to time.
(c) Interceptly may suspend or refuse service to any client where it reasonably believes there is legal, regulatory, reputational, or deliverability risk.(d) You shall indemnify Interceptly against any claims, penalties, or losses arising from inaccurate or misleading information submitted in a Client Application Form.

5. Intellectual Property & Branding

5.1 Ownership

All intellectual property rights in the Interceptly platform, LeadIntercept™, marketing materials, documentation, designs, trade marks, and any other materials provided under this Agreement (“Interceptly IP”) remain the sole property of Interceptly or its licensors. Except as expressly granted in these Terms, no rights are assigned or transferred to you.

5.2 Licence to Use

(a) Interceptly grants you a limited, non-exclusive, non-transferable, revocable licence to use the Interceptly IP solely for the purposes of your participation in the Programme and the operation of your business as a Revenue Growth Partner.

(b) Any rights granted are strictly limited to the duration of your participation in the Programme and shall automatically terminate upon termination of this Agreement.

5.3 White-Label Rights

(a) Interceptly will provide you with access to a white-label version of the platform and branded marketing materials for use in your own business.

(b) You may apply your own branding to such materials but may not remove, obscure, or alter any proprietary notices embedded by Interceptly.

(c) You must not represent the Interceptly platform, LeadIntercept™, or other Interceptly IP as your own proprietary technology.

5.4 Restrictions

You must not:

(a) copy, modify, adapt, translate, reverse-engineer, decompile, or disassemble any Interceptly IP;

(b) use Interceptly’s trade marks, brand name, or logo without prior written approval (except as permitted under the Programme’s white-label arrangements);

(c) create or distribute derivative works based on Interceptly IP, except where expressly authorised by Interceptly in writing;

(d) sublicense, sell, lease, or otherwise transfer rights to the Interceptly IP outside the Programme.

5.5 Brand Integrity

(a) All promotional activity carried out by you must comply with applicable advertising laws, regulations, and Interceptly’s brand guidelines (as may be updated from time to time).

(b) Interceptly reserves the right to require the immediate withdrawal of any non-compliant or misleading materials.

5.6 Injunctive Relief

You acknowledge that unauthorised use or disclosure of Interceptly IP may cause irreparable harm for which monetary damages may not be an adequate remedy. Interceptly shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law.

6. Confidentiality & Non-Disparagement

6.1 You must not disclose any confidential information relating to Interceptly, its technology, customers, pricing, business operations, or strategies, except as required by law or with Interceptly’s prior written consent.

6.2 You may use confidential information only for the purpose of fulfilling your obligations under this Agreement and not for any other purpose, whether commercial or otherwise.

6.3 You agree not to make, publish, or communicate any false, misleading, or defamatory statements (whether written, oral, or online, including on social media) concerning Interceptly, its services, employees, or reputation.

6.4 The obligations under this Section shall survive termination of this Agreement for a period of three (3) years.

7. Limitation of Liability & Indemnity

7.1 No Guarantees

Interceptly makes no guarantees regarding the performance of the Programme, the conversion rates of campaigns, or the earnings potential of your business. Participation is at your own risk.

7.2 Exclusion of Liability

To the fullest extent permitted by law, Interceptly shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

(a) loss of profits, revenue, or anticipated savings;

(b) loss of business, contracts, or opportunity;

(c) loss of goodwill or reputation;

(d) indirect, incidental, special, or consequential loss or damage, arising under or in connection with this Agreement.

7.3 Liability Cap

Interceptly’s total aggregate liability to you under or in connection with this Agreement (whether in contract, tort, or otherwise) shall be limited to an amount equal to the Partner Licence Fees paid by you in the three (3) months immediately preceding the event giving rise to the claim.

7.4 Indemnity

You agree to indemnify and hold harmless Interceptly, its officers, employees, and agents from and against any claims, losses, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of or in connection with:

(a) your breach of this Agreement;

(b) your use of the Programme benefits other than as permitted;

(c) any claim made by your clients against Interceptly relating to your services or representations; or

(d) your failure to comply with applicable laws, including data protection and marketing regulations.

7.5 Force Majeure

Interceptly shall not be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay results from any event beyond its reasonable control, including but not limited to acts of God, strikes, labour disputes, pandemics, government restrictions, cyberattacks, or failures of third-party service providers.

7.6 Mandatory Carve‑Outs

Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.

8. Data Protection

8.1 Compliance with Law

Each party shall comply with all applicable data protection and privacy laws, including the UK General Data Protection Regulation (“UK GDPR”), the EU General Data Protection Regulation (“EU GDPR”), and any other applicable legislation in the jurisdictions where the Programme is used.

8.2 Partner Responsibilities

You are solely responsible for:

(a) obtaining all necessary consents and lawful bases for processing any personal data you provide or upload into the Programme;

(b) ensuring that any personal data you share with Interceptly is accurate, complete, and lawful;

(c) informing your clients how their personal data will be processed and ensuring their   rights under applicable data protection law are respected.

8.3 Interceptly Responsibilities

Interceptly shall process personal data only in accordance with its Privacy Policy (as updated from time to time and available at https://interceptly.ai/privacy-policy/)

Interceptly will implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or destruction.

8.4 Data Sharing

To the extent that Interceptly acts as a data processor on your behalf, such processing shall be governed by a separate Data Processing Agreement (“DPA”), which forms part of these Terms. Interceptly shall make its standard DPA available to you upon request.

8.5 Data Breaches

You must promptly notify Interceptly in writing of any actual or suspected data breach involving personal data shared under this Agreement. Interceptly will notify you without undue delay if it becomes aware of a personal data breach affecting data you have provided.

8.6 Survival

The obligations under this Section shall survive termination of this Agreement for so long as either party continues to process personal data originating under this Agreement.

8.7 Prohibited Data

You must not input, upload, or process special category personal data (as defined in UK GDPR), criminal offence data, payment card data (PCI), or data concerning children under 16, unless expressly agreed in writing with Interceptly and subject to additional safeguards.

8.8 International Transfers

To the extent personal data is transferred internationally, the parties shall implement appropriate transfer safeguards (e.g., UK IDTA/EU SCCs) as required by applicable data protection law.

9. Term & Termination

9.1 Initial Term

This Agreement shall commence on the Commencement Date and shall continue for an initial period of six (6) months (the “Initial Term”).

9.2 Automatic Renewal

Following the Initial Term, this Agreement shall automatically renew on a rolling monthly basis (each a “Renewal Term”) unless and until terminated by either party in accordance with this Section.

9.3 Termination by Either Party

Either party may terminate this Agreement by giving not less than thirty (30) days’ written notice, such notice to expire:(a) after completion of the six (6) month Initial Term; and(b) at the end of the then-current Renewal Term.For the avoidance of doubt, termination during the Initial Term by the Partner shall not affect the Partner’s obligation to pay all fees due for the remainder of the Initial Term.

9.4 Termination by Interceptly

Interceptly may terminate this Agreement with immediate effect by written notice if:

(a) you fail to pay any fees when due and such failure continues for seven (7) days after written reminder;

(b) you commit a material breach of this Agreement and, if capable of remedy, fail to remedy the breach within fourteen (14) days of written notice;

(c) you become insolvent, enter into liquidation, or have a receiver or administrator appointed;

(d) Interceptly reasonably believes your conduct is unlawful, fraudulent, unethical, or damaging to Interceptly’s reputation.

(e) Interceptly may suspend provision of Programme benefits immediately on written notice if it reasonably suspects a breach of this Agreement, pending investigation and (if applicable) remediation.

9.5 Effect of Termination

On termination of this Agreement for any reason:

(a) all rights granted to you under the Programme shall immediately cease;

(b) you shall immediately cease using the Interceptly platform, LeadIntercept™, marketing materials, and all other Programme benefits;

(c) you shall pay to Interceptly all sums due and owing up to the date of termination (including any outstanding Partner Licence Fees and Client Licence Fees);

(d) termination shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination.

9.6 Survival

Sections relating to confidentiality, non-disparagement, intellectual property, limitation of liability, indemnity, and data protection shall survive termination of this Agreement.

9.7 Data Return/Deletion

On termination, each party shall (at the other’s written option) return or securely delete personal data received from the other, save to the extent retention is required by law or for the establishment, exercise, or defence of legal claims.

9.8 Effect on Client Licences(a) Termination of this Agreement shall not automatically terminate active Client Licences.(b) The Partner remains liable for all Client Licence Fees due:
  • during any applicable minimum three (3) month term; and
  • until the effective termination date of each Client Licence.
(c) Interceptly reserves the right, at its discretion, to:
  • migrate client accounts to a direct agreement with Interceptly; or
  • suspend or terminate client access where the Partner has outstanding unpaid fees.

10. Governing Law & Jurisdiction

10.1 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of England and Wales.

10.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

10.3 If a dispute arises, the parties shall first refer the matter to senior representatives for good‑faith negotiations. If unresolved within twenty (20) Business Days, either party may propose mediation under the CEDR Model Mediation Procedure (or similar).

10.4 Nothing in this Section prevents either party seeking urgent injunctive relief or issuing proceedings for non‑payment of undisputed fees.

11. Acceptance of Terms

11.1 By submitting an application to join the Programme and by paying the Partner Licence Fee, you confirm that you have read, understood, and agreed to be bound by these Terms.

11.2 The latest version of these Terms will always be available at: https://interceptly.ai/partners/rev-growth-terms/

12. General Provisions

12.1 Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior discussions, correspondence, understandings, or agreements relating to the subject matter of this Agreement, except for any separate confidentiality or non-disclosure agreements, which shall continue in full force and effect.

12.2 Variation

No variation of this Agreement shall be valid unless it is in writing and signed or otherwise confirmed by Interceptly.

12.3 Assignment

(a) You shall not assign, transfer, or subcontract any of your rights or obligations under this Agreement without Interceptly’s prior written consent.

(b) Interceptly may assign or transfer this Agreement in whole or in part to any affiliate, group company, or successor entity without your prior consent.

12.4 Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

12.5 Waiver

No failure or delay by Interceptly in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy, nor prevent or restrict its further exercise.

12.6 Notices

(a) Any notice given under this Agreement shall be in writing and delivered by email or by prepaid recorded delivery post.

(b) Notices to Interceptly shall be sent to support@interceptly.ai

and/or such postal address as notified on Interceptly’s website.

(c) Notices to you shall be sent to the email address or postal address provided in your application or updated in writing thereafter. Notices shall be deemed received on the next business day after sending by email, or two business days after posting.

12.7 Third-Party Rights

No person other than a party to this Agreement shall have any rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

12.8 Governing Language

These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail.

12.9 Definitions & Interpretation

In these Terms:

Business Day means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

Client Fee Schedule has the meaning given in Clause 2.2(c).

Commencement Date means the date Interceptly issues written approval of your application and receives the first Partner Licence Fee in cleared funds.

Partner Fee Schedule has the meaning given in Clause 2.1(b).

Programme benefits has the meaning given in Clause 3.1.

VAT includes UK or EU value added tax and any equivalent sales tax.

(a) Headings are for convenience only and do not affect interpretation.

(b) A reference to a statute includes all subordinate legislation and amendments.

(c) “Including”, “include”, “in particular” (or similar) are without limitation.

(d) A reference to “writing” includes email (but excludes instant messaging, save where expressly permitted).

(e) In case of conflict, the order of precedence in Clause 12.11 applies.

12.10 Order of Precedence

In the event of conflict or inconsistency, the following order of precedence applies: (1) any Partner Letter (but only for the specific items it expressly varies); (2) these Terms; (3) the Supply of Service Terms; (4) the DPA; (5) the Partner Fee Schedule and Client Fee Schedule; (6) any other document referenced by the parties.

12.11 Non‑Solicitation

You shall not, without Interceptly’s prior written consent, directly solicit for employment or engagement any employee of Interceptly who was materially involved in the Programme during the previous twelve (12) months. This does not restrict general advertising not targeted at such employees.

12.12 Further Assurance

Each party shall do all acts and execute all documents reasonably required to give effect to these Terms.