LegalBYTES Software License Agreement

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, ACCESSING OR USING THE WinCase / WinPIP SOFTWARE PRODUCT. THIS LICENSE AGREEMENT IS A BINDING AGREEMENT BETWEEN LICENSEE AND LegalBYTES , LLC, AND BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE WinCase / WinPIP SOFTWARE , LICENSEE IS ACCEPTING AND AGREEING TO BE BOUND BY THIS LICENSE AGREEMENT. USE OF THE SOFTWARE IS RESTRICTED BY THIS LICENSE AGREEMENT. If you do not agree to the terms of this License Agreement and are in the process of installing the Software, you must hit the “Cancel” button. If you do not agree to the terms of this License Agreement or are dissatisfied with the Software in any regard, you must delete the Software from your system and if you were provided the Software through any physical media, return such media to LegalBYTES . If returned within 60 days of initial purchase, a full refund of any Software license fees paid will be issued. No refund on Software license fees will be given after 60 days of initial purchase. No refunds will be given for maintenance, updates, upgrades, optional Chapter 13 plans and/or local forms packs purchased for an existing software license. The terms of this License Agreement apply during any period in which the Software is installed on your system.

1. DEFINITIONS. For purposes of this License Agreement, the following terms have the meanings provided below: “Branch Office” means a separate location from an Office from which a Licensee operates its business.

“Court Notice Integration” means the feature that, once enabled by Licensee, can automatically download Licensee’s “free look” court notices from PACER, save them to the File CabinetTM feature on Licensee’s desktop computer, populate court events on the Licensee’s Integrated Calendar, and match and identify issues with proofs of claim through the Claim TrackerTM.

“Designated Users” means, with respect to a Single User License, the individuals meeting the requirements of Section 2.b.

“Demonstration Version” means the Software being used for evaluation purposes only and for which Licensee has not purchased license rights and received a registration and unlock codes.

“Documentation” means the user and support manuals for the Software and any other printed or digital material relating to the use or support of the Software.

“Licensee” means the legal entity, law firm, or individual in whose name the license for the Software is registered with LegalBYTES or in the case of the Demonstration Version, the individual who downloaded and/or installed the Demonstration Version.

“Module(s)” means web-based functionality and/or features that are either included with the Software or accessible through the Software and made available only to entities or individuals holding an active, non-Demonstration Version Single-User License or Multi-User License. Certain Modules are accessible at no extra cost to the Licensee. Other Modules may be subject to additional fees and/or agreement to additional license terms.

“Multi-User License” means the license rights granted pursuant to Section 2.c. of this License Agreement.

“Office” means a single place of business designated by Licensee to LegalBYTES as the licensed location from which Licensee operates its business and does not include any Branch Offices. If multiple businesses are operated out of an Office, then Office shall only refer to the business being operated by the Licensee and not by any other businesses being operated by other entities or individuals from such place of business.

“Single-User License” means the license rights granted pursuant to Section 2.b. of this License Agreement.

“Software” means the object code version of the WinCase / WinPIP Software that may be licensed by LegalBYTES for installation on Licensee’s computer system, all Documentation provided with the WinCase / WinPIP SOFTWARE , all Modules accessible through or included within the WinCase / WinPIP SOFTWARE , and any Optional Features made available for download to a Licensee’s desktop computer via the WinCase / WinPIP SOFTWARE . To the extent that LegalBYTES provides any updates, enhancements and new versions of the Software, such will be deemed included in the definition of “Software”.

“WAN” means two or more computers that are connected to each other and capable of sharing files, applications or information and that can be accessed from more than one place of business of Licensee. A terminal server is a WAN if the computers capable of accessing applications and information on such server are located within more than one office location.

2. LICENSE GRANTS. The Software is licensed, not sold.

a. Demonstration Version. If the Demonstration Version has been installed, LegalBYTES hereby grants Licensee a non-exclusive, non- transferable license to use the Demonstration Version and to install the Software onto the hard drive of a computer (or computers) for evaluation purposes only. Notwithstanding any other representations and warranties contained in this License Agreement, THE DEMONSTRATION VERSION IS LICENSED ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OF ANY KIND. WITH RESPECT TO THE DEMONSTRATION VERSION, LegalBYTES DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND TITLE AND NON- INFRINGEMENT. Neither the Demonstration Version nor any forms reproduced or printed from the Demonstration Version may be altered to remove any indicia indicating that the forms are samples or a “DEMO”. The Demonstration Version may not be used to produce or print forms contained therein for use in connection with Licensee’s business.

b. Single-User License. If Licensee has registered and paid for a Single-User License, LegalBYTES hereby grants Licensee a non- exclusive, nontransferable license to use the Software for internal purposes in connection with Licensee’s business, at the licensed Office location designated by Licensee. With a Single-User License: (i) use of the Software is limited to one concurrent Designated User at a time; (ii) the Designated User must be a licensed attorney or a Non-attorney Preparer (except as permitted by clause (iii) following); and (iii) if the Designated User is a licensed attorney, then the Licensee may designate a second Designated User (without obtaining an additional user license) who may only be an individual employee of Licensee fulfilling a support function (such as secretarial or paralegal) for a Designated User who is a licensed attorney. Designated Users must work within the same licensed Office location and the Software may not be accessed from any Branch Offices without obtaining additional site licenses. The Software may be installed and used on multiple computers provided that such computers are located within a licensed Office. Licensee may not install the Software on a WAN without obtaining permission from LegalBYTES and purchasing additional site licenses. Only the name of the Licensee registered with LegalBYTES , and only the address of the Office Location, and any Branch Offices for which Licensee has obtained site licenses, may be listed in any forms generated through use of the Software.

c. Multi-User License. If Licensee has registered and paid for a Multi-User License, LegalBYTES hereby grants Licensee a non-exclusive, non-transferable license to use the Software for internal purposes in connection with Licensee’s business, at the licensed Office location designated by Licensee. With a Multi-User License: (i) the Software may be used by any number of employees or licensed attorneys of Licensee’s professional business but only three concurrent users may access the Software at any one time; (ii) for concurrent use by more than three users, Licensee must obtain additional user licenses from LegalBYTES ; and (iii) if additional user licenses are obtained, use of the Software may not exceed the number of concurrent users for which licenses have been obtained. All permitted users must work within the same licensed Office location and the Software may not be accessed from any Branch Offices without obtaining additional site licenses. The Software may be installed and used on multiple computers provided that such computers are located within the same licensed Office. Licensee may not install the Software on a WAN without obtaining permission from LegalBYTES and purchasing additional site licenses. Only the name of the Licensee registered with LegalBYTES , and only the address of the Office Location, and any Branch Offices for which Licensee has obtained site licenses, may be listed in any forms generated through use of the Software.

d. Maintenance. Single-User Licenses and Multi-User Licenses come with one year of maintenance and support commencing from date of payment of the applicable license fee. The maintenance and support provided are described on the LegalBYTES product website and includes periodic Software releases and updates to the Software as may be made generally available by LegalBYTES to its customers as part of maintenance. LegalBYTES , however, reserves the right to charge separately for any new products, functionality or features. Any new products, functionality or features may be offered separately and may be subject to additional license fees and maintenance and support charges. LegalBYTES only supports and provides maintenance for current versions of the Software and Software for which available updates have been installed. LegalBYTES reserves the right to charge for responding to support calls or inquiries relating to non-current versions of the Software. Maintenance after the first year may be available for Licensee to purchase in one-year increments. In order to purchase additional maintenance after expiration of the initial term of maintenance or at the expiration of any maintenance term, Licensee must renew maintenance within the “Grace Period” (as defined in this Section). If purchased within the Grace Period, the annual maintenance fee will be the fee in effect at the date of expiration of the most recent maintenance period and the maintenance term will run for one year from that date. For purposes of this section, the “Grace Period” means the time period beginning from the expiration of the most recent maintenance term and ending on the last day of the calendar month following the calendar month in which the most recent maintenance term expired. If Licensee fails to renew the annual maintenance and support within the Grace Period, LegalBYTES , in its sole discretion, may decline to sell additional maintenance and support to Licensee. If LegalBYTES does elect to sell additional maintenance and support to a licensee after expiration of the Grace Period, the maintenance renewal fee is subject to increase and Licensee will be responsible for paying both the maintenance fee, which is subject to increase, as well as late renewal fees. When maintenance is renewed after expiration of the Grace Period, the new annual maintenance term shall run from the date that Licensee makes the maintenance renewal payment.

e.On-LineFunctionality. In order to access Modules and other web-based functionality or features, a Licensee must be the registered holder of a Single-User License or Multi-User License; must be current on annual maintenance for said License; and must maintain Internet access via a third-party provider of their choice. Licensee is responsible for paying the fees charged by said Internet access provider, and for paying any costs incurred in order to access the Software or web-based content through a wireless device. Licensee acknowledge that wireless carriers may charge fees for alerts, web browsing, messaging and other services that require the use of airtime and wireless data services. For best results when accessing Modules, Licensee should use computer hardware that meets or exceeds the following specifications: (i) Memory: 4 GB or greater; (ii) CPU: Any Intel i3 or i5 or i7 Processor or equivalent AMD processor; (iii) Display Resolution (Monitor): 1680×1050 or higher resolution; (iv) Operating System: Windows 7 with Service Pack 1 or newer; or Mac OS X 10.9 or newer (Licensee must install all latest service packs and hot fixes for the operating system used); (v) Browser: IE 10.x or newer; Firefox 45.x or newer; or Safari 9.0 or newer; and (vi) Internet Connectivity: Download speed of 3 to 6Mbps or higher and upload speed of 764Kpbs to 1.5 Mbps or higher. Licensee can test Internet connectivity by going to Any Licensee using a Mac operating system will need to use a Windows emulator such as Parallels or Boot Camp in order to use the Software’s OneTouch® electronic filing tool.

f. Licensees who are Non-Attorney Petition Preparers. A Non-Attorney Petition Preparer may use a license granted under this Agreement only for the preparation of forms on behalf of a licensed attorney who is himself or herself an authorized licensee of LegalBYTES . A Non-Attorney Petition Preparer is responsible for ensuring that any attorney or law firm for whom he/she uses the Software to prepare forms is an authorized licensee of LegalBYTES . Additionally, notwithstanding any other term of this Agreement, a Non-Attorney Petition Preparer may only install the Software on a computer owned by said Non-Attorney Petition Preparer and not by any third party (including any law firm or attorney), regardless of whether or not such Non-Attorney Petition Preparer is employed by such third party.

3. OWNERSHIP AND COPYRIGHT. The Software is the valuable, confidential, copyrighted, and/or trade secret property of LegalBYTES . The Software is licensed not sold. Except for the license rights granted hereunder, LegalBYTES reserves all right, title, and interest, express or implied, in and to the Software.

4. ADDITIONAL LICENSE RESTRICTIONS. Licensee may only use the Software as described in this Agreement and Licensee is responsible for use of the Software in excess of the use limitations or other restrictions provided in this Agreement. Any breach of this Agreement by any employee, officer or agent of Licensee shall constitute a breach by Licensee. The registered name of the Licensee must match the name on all filings made through the Software. Except to the extent expressly authorized by this Agreement, Licensee shall not: (i) permit any third party, including any independent contractors of Licensee, to access or use the Software; (ii) use the Software to prepare forms and schedules that will be filed in any U.S. Court jurisdiction by a debtor who is not represented by the Licensee attorney; (iii) decompile, disassemble, reverse engineer or otherwise derive source code from the Software (except to the extent expressly authorized under law); (iv) use the Software to develop a competing software product; (v) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software for the benefit of any third party; (vi) use the Software or permit the Software to be used from outside the United States without written permission from LegalBYTES (which may entail payment of additional license fees); (vii) use the Software or allow the transfer, transmission, export, or re-export of the Software or any portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other governmental agency; or (viii) remove any copyright, trademark, proprietary rights, ownership, disclaimer or warning notice included on or embedded in any part of the Software or any other materials provided by LegalBYTES to Licensee. Requests for permission to install the Software on a laptop, notebook or other portable computer that could enable the Software to be accessed from a location other than a licensed Office requires permission and will not be granted without Licensee obtaining and paying for an additional site license. Licensee shall treat the serial number and registration/unlock codes assigned or provided to Licensee as confidential and shall not disclose the same, either directly or indirectly, to any person not authorized to use the Software under this Agreement.

5. ASSIGNMENT. The license rights granted under this Agreement are not assignable without the express written consent of LegalBYTES in its sole discretion. Any attempted assignment without the prior written consent of LegalBYTES is null and void and will result in automatic and immediate termination of the license rights granted under this Agreement.

6. LIMITED WARRANTY. LegalBYTES only warrants that any physical media on which the Software is recorded and any physical Documentation delivered to Licensee are free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of license. No other warranties apply or are given. LegalBYTES ’s entire liability, and licensee’s sole and exclusive remedy, as to any defective media or Documentation, shall be, at LegalBYTES ’s option, either: (i) return of the fees paid for it, or (ii) replacement of such defective media or Documentation. If failure of the media or Documentation resulted from accident, abuse, or misapplication, LegalBYTES shall have no responsibility to replace it or refund fees. To avail itself of the foregoing warranty, Licensee must notify LegalBYTES within the warranty period and promptly return the defective originals to LegalBYTES . EXCEPT AS PROVIDED IN THIS SECTION, THE SOFTWARE AND MODULES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LegalBYTES does not warrant, guarantee, or make any representations regarding the use of or the results of using the Software in terms of correctness, accuracy, reliability, or otherwise. The entire risk as to the results and performance of the Software is assumed by Licensee. LegalBYTES ASSUMES NO RESPONSIBILITY FOR AND HEREBY DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Licensee assumes full and sole responsibility for the selection of the Software to achieve Licensee’s intended purposes, for the proper installation and use of the Software and for verifying the results and output obtained from the use of the Software. LegalBYTES DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE SOFTWARE IS ERROR-FREE. Licensee acknowledges that LegalBYTES is not engaged in rendering legal or other professional advice and that the Software is not a substitute for the advice of an attorney or professional judgment. LegalBYTES advises that all output from the Software should be prepared or reviewed by an attorney knowledgeable in the requirements of applicable law. Licensee shall indemnify, defend, and hold harmless LegalBYTES and its officers, directors, employees, licensees, agents and affiliates, from and against any claim or action brought against LegalBYTES by any third party, including but not limited to Licensee’s clients, arising out of Licensee’s use of the Software, or any services provided by Licensee, and Licensee shall pay all costs, damages and reasonable attorneys’ fees relating to such claim or action. THE SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION, INCLUDING CONFIDENTIAL INFORMATION, OVER THE INTERNET. LICENSEE ACKNOWLEDGES AND AGREES THAT LegalBYTES AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED THIRD PARTIES (e.g., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE LICENSEE’S INFORMATION, COMPUTERS, OR NETWORKS. LegalBYTES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY SUCH ACTIVITIES.

7. LIMITATION OF LIABILITY. NEITHER LegalBYTES NOR ANY OF ITS LICENSORS OR AFFILIATES SHALL HAVE ANY LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, BUSINESS OR DATA, LEGAL MALPRACTICE, LOSS OF PRIVILEGE, BUSINESS INTERRUPTION, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGES, INCLUDING EXEMPLARY OR PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF (I) THIS AGREEMENT; (II) THE SOFTWARE; (III) ANY MAINTENANCE OR SUPPORT SERVICES PROVIDED IN CONNECTION WITH THE SOFTWARE; OR (IV) ANY FAILURE BY LICENSEE TO SECURELY STORE, EXPORT, DISTRIBUTE AND/OR DESTROY ANY DOCUMENTS OR INFORMATION DOWNLOADED VIA THE SOFTWARE. THE TOTAL LIABILITY OF LegalBYTES TO LICENSEE FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES ARISING OUT OF (I), (II), (III) AND/OR (IV) IN THIS SECTION 7 SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE TO LegalBYTES HEREUNDER BY LICENSEE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. The allocations of liability in this Section represent the agreed, bargained-for understanding of the parties and LegalBYTES ’s compensation hereunder reflects such allocations. The limitation of liability and types of damages stated in this Section are intended to apply regardless of the form of lawsuit or claim, whether in tort, contract or otherwise, and regardless of whether any limited remedy provided for in this Agreement fails of its essential purpose. Not in limitation of the foregoing, LegalBYTES shall have no liability for Licensee’s misuse of the Software, or errors that Licensee may make in connection with using the Software, including without limitation, misuse or errors that may lead to the incurrence of additional or duplicate court filing fees resulting from duplicative electronic filings.

8. ADDITIONAL DISCLAIMERS. Without limiting in any way the application and effect of Section 6. Limited Warranty and Section 7. Limitation of Liability herein, LegalBYTES makes the following disclaimers regarding certain Software modules and features.


9. CONFIDENTIALITY. Licensee acknowledges that the Software constitutes a valuable proprietary product and trade secret of LegalBYTES embodying substantial confidential information, ideas and expressions. Licensee acknowledges that use and display of any copyright notice shall not be construed as an admission or presumption that publication of the Software has occurred. Except as LegalBYTES may permit by giving written permission to Licensee, Licensee agrees to observe complete confidentiality as to all aspects of the Software, including without limitation, agreement not to disclose or otherwise permit any other individual or business not subject to a license with LegalBYTES access to, in any manner, the Software or any part of either in any form whatsoever. Licensee further agrees to notify LegalBYTES promptly and in writing of any circumstances surrounding use of any part of the Software by any individual or business not subject to a license with LegalBYTES .

10. TERM; TERMINATION. The license rights granted under this Agreement are perpetual, unless terminated by LegalBYTES in accordance with this Agreement. Upon termination of the license rights granted under this Agreement, Licensee shall cease all use of the Software, delete the Software from any of its computer systems and destroy the Software in its possession.

a. Termination for Cause. LegalBYTES has the right to terminate the license rights granted under this Agreement with same-day effect by giving notice in writing to Licensee, if: (i) Licensee fails to comply with any material term or obligation of Licensee under this Agreement; (ii) upon the or insolvency of Licensee or upon the commencement of any voluntary or involuntary winding up, or upon the filing of any petition seeking the winding up, of Licensee’s business; or (iII) upon a court ordered suspension of Licensee from making any filings in any jurisdiction or upon any other suspension or revocation of Licensee’s license to practice law (if applicable).

b. Elective Termination. In addition, LegalBYTES has the right in its sole discretion and for any reason or no reason to terminate the license of a Licensee upon the expiration of that Licensee’s then-current term of maintenance and support by providing Licensee with a thirty-day advance written notice of its intention to terminate .

11. UPGRADES. To use an upgraded version of the Software, Licensee must be authorized to use the Software and be under a current maintenance term.

12. DATA PRIVACY. LegalBYTES is committed to protecting the privacy of nonpublic personal information (“NPI”). The Privacy Policy is subject to change from time to time without notice, and the most recent Privacy Policy posted online will be controlling. You consent to our collection, use and disclosure of information in accordance with the Privacy Policy and Section 13 (“Data Collection and Use”) herein.

a. Data Collection. Licensee acknowledges that LegalBYTES has the right to collect information based on Licensee’s use of the Software, including, but not limited to (i) Licensee’s name and the serial number granted to Licensee for use of the Software; (ii) the identity of the jurisdictions whose forms Licensee has selected from the Software; (iii) the package, version and release numbers of the Software and any add-ons installed; (iv) the total number of files created by Licensee in using the Software; (v) electronic case filing logs that are automatically transmitted by the Software to LegalBYTES to allow for the maintenance and monitoring of electronic case filing functions; and (vi) one or more electronic copies of data contained in petitions, schedules and forms filed using your license’s OneTouch® electronic filing service. Collection of such data will occur upon Licensee’s use of certain features and on-line services of the Software, including but not limited to using the Software to connect to the LegalBYTES product website, using the Software’s “Check for Updates” feature, and using the OneTouch® electronic filing service.

b. Data Use. Licensee consents to LegalBYTES ’s use and disclosure of information associated with Licensee’s Software license in order to (i) fulfill actions Licensee initiates through the Software, such as electronic case filings and the processing of client credit card payments via Invoices and Payments; (ii) provide customer support to Licensee; (iii) prevent or address service or technical problems; (iv) comply with any request of a governmental or regulatory body (including subpoenas or court orders); (v) conduct secure and anonymized internal research and development on the Software; and (vi) conduct internal audits for compliance with this Agreement per Section 14. Licensee also consents to allow LegalBYTES and its parent companies to use data electronically filed with United States courts for internal product development and product fulfilment purposes. For additional information on LegalBYTES ’s use of data, please see the Privacy Policy.

14. AUDIT RIGHT. At LegalBYTES ’s expense, Licensee shall permit LegalBYTES representatives to review, no more than one time in any 12-month period, such computer systems and records of Licensee as may be required for the sole purpose of verifying Licensee’s compliance with the license restrictions in this Agreement. Such audits shall take place at reasonable times, upon reasonable advance written notice, during normal business hours of Licensee and in such a manner so as not to interfere with Licensee’s normal business activities. If LegalBYTES determines through its collection of information that the Software is being used in violation of the license rights granted, LegalBYTES shall have the right to disable any online functionality of the Software. The exercise of the foregoing right shall not limit or restrict LegalBYTES ’s pursuit of any other remedies available to it. Licensee shall be responsible for any use of the Software permitted by Licensee by any third parties in violation of the license rights granted.

15. CHOICE OF LAW; WAIVER OF JURY TRIAL. This Agreement will be governed by, and construed and interpreted according to, the laws of the State of New Jersey, without regard to its choice of law rules. Any and all legal proceedings (including counterclaims filed by Licensee as a result of a collection action by LegalBYTES ) regarding this License Agreement may only be brought in the state or federal courts located in Mercer County, New Jersey and Licensee expressly submits to the jurisdiction of such courts and consents to extraterritorial service of process. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.

16. WAIVER; AMENDMENT. No waiver of any breach of this Agreement shall constitute a waiver of any breach of the same or any other provision of this Agreement, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement may not be modified or amended except in a writing signed by both parties.

17. ENTIRE AGREEMENT. You agree that this license constitutes the entire agreement between you and LegalBYTES and supersedes all prior negotiations, understandings and/or agreements, whether written or oral.

18. SEVERABILITY. If any provision of this Agreement is held to be illegal, or otherwise unenforceable, such provision will be severed, stricken and replaced with a legal and enforceable provision which most closely reflects the intent of the parties and the remainder of this Agreement shall continue in full force and effect.