MANAGED CAREER SOLUTIONS, SPC (2)

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11. Recipient agrees that: (a) money damages may not be a sufficient remedy for any breach of this Agreement by Recipient, any of its affiliates, or any of its or their Representatives; (b) in addition to any other remedies at law or in equity that Discloser may have, Discloser shall be entitled to equitable relief, including injunction and specific performance in the event of any breach or threatened breach of the provisions of this Agreement; and the Recipient hereby acknowledges that the Discloser is entitled to seek, in accordance with all legal requirements, any preliminary or ex parte applications for such relief to any court of competent jurisdiction. Such remedies shall not be deemed to be exclusive remedies for the breach or threatened breach of this Agreement but shall be in addition to all other remedies at law or in equity. 12. No course of conduct or dealing between the Parties shall act as a modification or waiver of any provision of this Agreement, and only a modification or waiver which is contained in a single document signed by both Parties shall be effective; provided, however, no such waiver shall be construed as any other waiver of any term, condition or obligation of this Agreement. 13. This Agreement is binding on Recipient, its officers, agents, employees, consultants, and Representatives. This Agreement is not assignable or transferable by Recipient without prior written authorization from Discloser, and any such attempted transfer is null and void. 14. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, such provision shall be fully severable from this Agreement and the other provisions hereof shall remain in full force and effect in such jurisdiction and the remaining provisions hereof shall be liberally construed to carry out the provisions and intent hereof. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, nor shall the invalidity or unenforceability of any provision of this Agreement with respect to any person or entity affect the validity or enforceability of such provision with respect to any other person or entity. 15. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. // (Signatures on following page)