METALFORMING, INC.TERMS AND CONDITIONS OF SALE

The following Terms and Conditions of Sale ("Terms and Conditions") apply to the sale of equipment and, if applicable, the provision of any related services by Metalforming, Inc. ("MFI") to Customer. Customer is more particularly identified in MFI's accompanying Quotation (including, if applicable, any Annexes or Exhibits thereto) (collectively, the "Quotation"). Metalforming and Customer will sometimes be referred to jointly herein as the "Parties." Any equipment sold shall be referred to herein as the "Equipment." Any related services shall be referred to herein as the "Services."

1. Exclusivity of MFI's Terms and Conditions.

a. Offer to Sell Only Pursuant to Quotation and These Terms and Conditions. MFI's Quotation constitutes an offer to sell only pursuant to the terms of the Quotation, including these Terms and Conditions, but exluding items designated as Performance Estimates. MFI specifically rejects any different or additional terms that may have been previously discussed or proposed by the Parties, are now or hereafter proposed by Customer, any lender or leasing company, or are contained in a purchase order, order confirmation or other documents prepared by Customer or any lender or leasing company.

b. Customer's Acceptance Only Pursuant to Quotation and These Terms and Conditions. Customer and MFI agree that, by Customer's instructing MFI to proceed, Customer accepts MFI's offer pursuant only to the terms of the Quotation, including these Terms and Conditions, but excluding items designated as Performance Estimates. Customer agrees that if it submits a purchase order, order confirmation or other document with different or additional terms and conditions, such terms and conditions will be of no effect, even if such documents purport to be conditioned upon acceptance of such different or additional terms.

c. Entire Agreement. Customer and MFI agree that MFI's Quotation, including these Terms and Conditions, but excluding items designated as Performance Estimates, constitute the entire agreement of the parties. MFI's Quotation, including these Terms and Conditions, but excluding items designated as Performance Estimates, supersede all prior negotiations, discussions, promises, agreements, representations or undertakings by and between the parties. Customer agrees that, in purchasing any Equipment or Services, it has not relied upon any promise, agreement, representation or undertaking, other than what is contained in the Quotation, including these Terms and Conditions, but excluding items designated as Performance Estimates. The Quotation, including these Terms and Conditions, but excluding items designated as Performance Estimates, will hereinafter sometimes be collectively referred to as the "Agreement."

2. Safety

Customer shall fully comply with all operating and maintenance instructions and warnings for the safe operation of the Equipment, whether provided orally or in operation and maintenance manuals furnished with the Equipment. Customer will only allow the Equipment to be operated by trained operators familiar with the operating instructions and warnings associated with the operation of the Equipment. Training must be provided by MFI or an authorized representative designated by MFI, either in person or by videoconference. Customer will not allow persons other than trained operators to be in the immediate vicinity of the Equipment while it is in operation. Customer will not disable or alter any safety features of the Equipment, including, but not limited to, any safety programming in any control system, and will not remove any warnings on the Equipment without Metalforming's prior written permission. Customer will operate the Equipment only as permitted by OSHA or other safety legislation and regulations applicable to Customer's industry.

3. Installation

The Equipment must be installed by MFI or an authorized third-party installer designated by MFI. Initial training will be provided in conjunction with the installation. The sales price does not include installation and training by MFI or the authorized third-party installer. In certain instances, installation and training may be done remotely by video conference. Additional training will be provided at Customer's site or by videoconference. Customer will sign off on MFI's installation report or training report certifying by name the employees who have received training. MFI will bill Customer separately for installation and training at MFI's then applicable hourly rates, plus travel and out-of-pocket expenses, which will be billed at MFI's cost as incurred in U.S. Dollars. Customer shall pay MFI's bill for installation and training charges within thirty (30) days of Customer's receipt of MFI's bill.

4. Limited Warranty.

a. Statement of Limited Warranty. MFI warrants that, during the Warranty Period, the Equipment shall conform to any description expressly stated in the Quotation (subject to such limitations as may be stated therein), and specifically excluding Performance Estimates. MFI further warrants that, subject to accepted industry tolerances, the Equipment shall be free of any deficiencies in materials and workmanship in manufacturing during the Warranty Period. This Limited Warranty is expressly subject to the remaining terms and conditions hereof, including, but not limited to, the limitation of remedies and disclaimer of warranties stated below. Failure to have the Equipment installed by MFI shall void this Limited Warranty.

b. Warranty Period. The Warranty Period is one (1) year or 2000 hours of operation of the Equipment, whichever occurs earlier, running from the date of installation, or thirty (30) days from the date the Equipment is available to ship, whichever is earlier.

c. Warranty Procedure; Exclusive Remedy.

• i. Notice to MFI. Customer must promptly notify MFI of any claim of breach of warranty, and, in any case, within thirty (30) days of the date the basis for the claim first appears.
• ii. Repair or Replacement. In the event of a covered warranty claim, MFI shall repair or replace the parts or components so that the deficiency is corrected at MFI's sole expense. The decision of whether to repair or replace a particular part or component shall be at MFI's sole discretion.
• iii. Implementation of Repair or Replacement.
  • (1) Replacement of Parts or Components That Can Be Installed by Customer.
    • (a) In the event the warranty claim involves a replacement part or component that can be readily installed by Customer, MFI shall deliver the part or component to Customer for installation by Customer. MFI personnel shall be available to assist by telephone, or, at MFI's discretion and subject to availability, by videoconference.
    • (b) MFI may sometimes send a replacement part or component to Customer in troubleshooting an issue. In the event that installation of the replacement part or component does not resolve the issue, Customer shall return the replacement part or component to MFI securely packed in its original packing material or equivalent. MFI shall bear the cost of return shipping by standard ground delivery, unless MFI specifies another method, in which case MFI shall bear cost of return shipping by such other method.
    • (c) Any parts that are replaced shall be securely packed by Customer and returned to MFI by standard ground shipping (unless otherwise specified by MFI) and shall become MFI's property. MFI shall bear the cost of return shipping by standard ground delivery, unless MFI specifies another method, in which case MFI shall bear the cost of return shipping by such other method.
    • (d) In the event Customer fails to return a part or component that has been replaced, Customer shall pay for the replacement part or component at MFI's list price and for the shipping of the replacement part or component.
    • (e) In the event inspection of a returned part of component by MFI reveals that it was not subject to replacement under the Limited Warranty, Customer shall pay for the replacement part or component at MFI's list price, shipping of the replacement part or component to Customer, and shall bear the cost of return shipping of the replaced part to MFI.
  • (2) Other Warranty Claims.
    • (a) For warranty claims that cannot be resolved by Customer's replacement of a part or component, or by videoconference, MFI shall dispatch service personnel to Customer's facility to effect the repair or replacement at MFI's sole expense. However, if it is determined that the work was not in fact covered by the Limited Warranty, Customer shall pay for the service work at MFI's service rates in effect at the time the work is performed, and travel and out of pocket expenses which shall be billed at MFI's cost.
    • (b) In some instances, MFI may direct or agree to have service work for covered warranty claims performed by a third-party. Customer may not engage a third-party to perform warranty work without MFI's prior express written permission. If Customer proceeds without obtaining MFI's prior permission, Customer shall be responsible for all third-party charges and such third-party work shall void the Limited Warranty

d. Exceptions to the Limited Warranty. The Limited Warranty does not cover the following:

• i. Performance Estimates. The Quotation may include statements designated as Performance Estimates. Performance Estimates are best guess indications of possible performance, time for performance, and other matters based on general experience, testing, analysis, or review by MFI or the manufacturer. Performance Estimates are estimates only, and DO NOT CONSTITUTE OR CREATE AN EXPRESS OR IMPLIED WARRANTY, CONDITION, OR COVENANT TO CUSTOMER. Customer agrees that it may not rely on any item designated as Performance Estimates in deciding to purchase Equipment or Services, and that any item designated as a Performance Estimate is not part or basis of the bargain of the Parties.
• ii. Wear Parts. Parts or components that have a normal useful life shorter than the Warranty Period or which are replaceable during the course of normal scheduled maintenance. Examples include, but are not limited to, filters, lights, consumables, or parts or components made of rubber.
• iii. Third-Party Parts and Equipment. Equipment, parts or components obtained from sources other than MFI ("Third-Party Equipment"). The Limited Warranty also does not cover deficiencies, damages or defects to MFI-supplied Equipment, parts or components that are caused by Third-Party Equipment.
• iv. Deficiencies Due to Failure to Follow Operating and Maintenance Instructions. Deficiencies, damages or defects caused by Customer's failure to operate or maintain the Equipment, parts or components as instructed by MFI, or as stated in the manuals provided with the Equipment.
• v. Deficiencies Due to Non-Approved Service. Deficiencies, damages, or defects caused by service not performed by MFI if such service was not approved in advance by MFI.vi. Customer Actions Prior to Installation. Deficiencies, damages, or defects resulting from Customer applying electricity or air to the Equipment prior to installation by MFI.vii. Non-MFI Installation. Any deficiencies, damages, or defects in the event the Equipment is not installed by MFI.

e. Exclusive Remedy; Limitation of Remedies. The repair or replacement remedy provided above is Customer's sole and exclusive remedy. MFI shall under no circumstances be liable for incidental, consequential, punitive, or exemplary damages. The provisions of this Limited Warranty are also subject to the General Remedy Limitations set forth in the Terms and Conditions.

f. DISCLAIMER OF OTHER WARRANTIES. THIS LIMITED WARRANTY IS MFI'S SOLE AND EXCLUSIVE WARRANTY FOR THE EQUIPMENT OR ANY RELATED SERVICES. THERE ARE NO OTHER WARRANTIES. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER AGREEMENTS, EXPRESS OR IMPLIED, WHETHER STATUTORY OR OTHERWISE, WHICH ARE HEREBY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, OR ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE.

g. Non-Transferable. This warranty extends only to Customer and is non-transferable.

5. Customer Solely Liable for Products Made with the Equipment

Customer is solely and exclusively liable for any products it makes using the Equipment. In the event that any claim is made against MFI with respect to any products made by Customer with the Equipment, Customer shall hold harmless and indemnify MFI from any and all loss caused thereby, including attorney's fees, excepting only claims arising from MFI's sole negligence.

6. Delivery

a. Orders Within the United States.

• i. Standard U.S. Delivery
  Except as otherwise provided herein, the Equipment for orders within the United States shall be delivered at MFI's facility at 100 International Drive, Peachtree City, Georgia 30269, U.S.A. Title to the Equipment and risk of loss for the Equipment pass to Customer upon making the Equipment available at MFI's facility for pickup by Customer or Customer's designee or carrier. Customer is responsible for hoisting, loading, rigging, insuring and transporting the Equipment to Customer's place of business at Customer's sole expense. Customer assumes all risk and liability for loss, damage or injury to persons or to property including, without limitation, claims arising out of the hoisting, loading, delivery, transportation, storage, handling, use or possession of the Equipment sold to Customer once title to the Equipment passes to the Customer.
• ii. U.S. Delivery: Direct Shipment
  Some larger Equipment (including, but not limited to, Sen Fung, Jorns, and larger Schlebach machines) for orders within the United States cannot be made available for delivery at MFI's facility in Peachtree City, Georgia. In such instances, the Equipment will be shipped to a port of unlading determined by MFI. MFI shall arrange for hoisting, loading, and rigging at the port of unlading, and transporting the Equipment from the port of unlading to Customer's place of business or other designated location through third parties. Customer is responsible for unloading and handling the Equipment at Customer's place of business or other designated location, including, without limitation, placing the Equipment in the location where it is to be installed, and all hoisting, rigging, and handling necessary for such purposes, and all costs associatied therewith. In such instances, title to the Equipment and risk of loss pass to Customer when the Equipment is made available to Customer for unloading at Customer's place of business or other designated location. All hoisting, loading, rigging and transportation charges incurred by MFI shall be billed by MFI to Customer at MFI's cost and shall be paid by Customer within thirty (30) days of the date of MFI's bill. Customer acknowledges that any quotation for hoisting, loading, rigging and transportation charges provided by MFI is for Customer's information only and is not a fixed price, and that all such charges will be billed at actual cost.
• iii. U.S. Delivery: Customer Requests MFI to Arrange Delivery
  For Equipment ordinarily to be delivered at MFI's facility in Peachtree City, Georgia, Customer may request MFI to arrange for delivery to Customer's location in the United States. In such instances, MFI shall arrange for hoisting, loading, rigging, and transporting the Equipment to Customer's place of business or other designated location through third parties. Customer is responsible for unloading and handling the Equipment at Customer's place of business or other designated location, including, without limitation, placing the Equipment in the location where it is to be installed, and all hoisting, rigging, and handling necessary for such purposes, and all costs associated therewith. In such instance, title to the Equipment and risk of loss pass to Customer when the Equipment is made available to Customer for unloading at Customer's place of business or other designated location. All hoisting, loading, rigging and transportation charges shall be billed by MFI to Customer at MFI's cost and shall be paid by Customer within thirty (30) days of the date of MFI's bill. Customer acknowledges that any quotation provided by MFI for hoisting, loading, rigging and transportation charges is for Customer's information only and is not a fixed price, and that all such charges will be billed at actual cost.

b. Orders Outside the U.S.

• i. Delivery to Canada
  For orders to Canada, the Equipment shall be shipped from the manufacturer to a port of unlading in Canada to be determined by MFI. MFI shall arrange for hoisting, loading, rigging, and transporting the Equipment from the port of unlading to Customer's place of business or designated location through third parties. Customer is responsible for unloading and handling the Equipment at Customer's place of business or other designated location, including, without limitation, placing the Equipment in the location where it is to be installed, and all hoisting, rigging, and handling necessary for such purposes, and all costs associated therewith. Title to the Equipment and risk of loss pass to Customer when the Equipment is made available to Customer for unloading at Customer's place of business or other designated location. All hoisting, loading, rigging and transportation charges from the port of unlading to Customer's place of business or other designated location shall be billed by MFI to Customer at MFI's cost (the cost paid by MFI in U.S. dollars at the applicable exchange rate), and shall be paid by Customer within thirty (30) days of the date of MFI's bill. Customer acknowledges that any quotation provided by MFI for hoisting, loading, rigging and transportation charges is for Customer's information only and is not a fixed price, and that all such charges will be billed at MFI's actual cost in U.S. dollars.
• ii. Delivery Outside of the United States and Canada
  For orders to countries other than the United States or Canada, the Equipment shall be shipped from the manufacturer (or from MFI, at MFI's discretion) to a port of unlading in Customer's country to be determined by MFI. Customer shall pay for freight and insurance charges in transporting the Equipment from the manufacturer or MFI to the port of unlading, which shall be billed separately at MFI's actual cost, as incurred in U.S. Dollars. Customer is also responsible for arranging for hoisting, loading, rigging, and transporting the Equipment from the port of unlading to Customer's place of business or designated location and all costs associated therewith. Customer is also responsible for unloading and handling the Equipment at Customer's place of business or other designated location, including, without limitation, placing the Equipment in the location where it is to be installed, and all hoisting, rigging, and handling necessary for such purposes, and all costs associated therewith. Title to and risk of loss pass to Customer when the Equipment is made available to Customer for unloading at the port of unlading.

7. Customer's Duty to Inspect Upon Delivery

Customer shall inspect the Equipment upon delivery for any damage. Any damages must be written by Customer on the bill of lading. Any damages must be photographed, along with the transportation vehicle in which the Equipment arrived.

8. No Damages for Delayed Delivery

Customer agrees that MFI shall under no circumstances be liable for delayed delivery of the Equipment. Customer agrees that any time stated for delivery in the Quotation is an estimate only.

9. Payment

10. Payment Security

Immediately upon passage of title, Customer grants to MFI a continuing first priority purchase money security interest in Customer's right, title and interest in and to the Equipment, and all proceeds thereof, to secure any and all of Customer's indebtedness or obligations to MFI, if any. Customer will execute all financing statements and other instruments, agreements and documents, which MFI may request, relating to the assurance of payment of all Customer's obligations to MFI. All expenses, costs and charges incurred by or on behalf of MFI in connection with enforcing MFI's rights under the security interest in the event of Customer's failure to pay outstanding amounts due, including all expenses of taking possession of, repairing, protecting, insuring, preparing for disposition, realizing, collecting, selling, transferring, delivering or obtaining payment for the Equipment shall be added to the outstanding amounts owed by Customer to MFI.

11. Taxes and Duties

The sales price for the Equipment and any rates for Services do not include any federal, state, or local taxes, duties, fees or charges that may result from the sale of the Equipment or the provision of any Services (including, without limitation, any sales, use and excise taxes). For sales within the United States, the sales price does include federally imposed duty for importing the Equipment from its country of origin into the United States. For sales outside the United States, the sales price and the rates for Services do not include any taxes, duties, fees, or charges that might be imposed by foreign governments or their subdivisions that result from the sale of the Equipment or the provision of any Services (including, without limitation, any Canadian federal, provincial, or local sales, use, excise or value-added taxes). For sales outside of the United States, unless otherwise specified in the Quotation, the sales price does not include any taxes, duties or charges associated with clearing the Equipment for export from its country of origin (or, if the Equipment has been imported into the United States, from the United States), nor any taxes, duties or charges associated with importing the Equipment into the country of its final destination. Except as specifically provided herein, all taxes, duties, fees and other governmentally imposed charges of any nature shall be paid by Customer. If applicable law requires MFI to collect or pay any such taxes, duties, or charges, Customer shall, as may be applicable, pay the amount of such taxes to MFI for remittance to the appropriate governmental authorities, or reimburse MFI for the amount of such taxes paid by MFI.

12. Confidentiality

Customer shall maintain the confidentiality of and not transmit to any third parties the Quotation or any of the following if provided by MFI to Customer: Designs, drawings, plans, schematic sketches, photographs, renderings, performance data, specifications, or software. In addition, MFI may also designate other information in writing "confidential," and such information shall be subject to the provisions hereof. The confidentiality obligation shall apply for a period of five (5) years from the date of this Agreement. Customer further agrees that all such information is MFI's property and to return all such information to MFI upon MFI's request, except that Customer may maintain a single copy of such information on a confidential basis if necessary for Customer to operate and maintain the Equipment. This provision shall not apply to any information that is in the public domain.

13. No Copying or Reverse Engineering; Rights to Developments

Customer shall not, without MFI's prior written consent, copy, duplicate, or reverse engineer all or any part of the Equipment, nor shall Customer cause or permit any third-party to do any of the foregoing. Customer shall not sell, lease, give or transfer the Equipment to any competitor of MFI. All inventions, developments, and improvements pertaining to the Equipment, whether by MFI or by joint efforts of the parties, shall be MFI's exclusive intellectual property and Customer hereby irrevocably assigns (and shall undertake to assure that its employees, agents, representatives and contractors, as necessary, assign) any title, right or interest it has or may have in such intellectual property to MFI. Customer further agrees to execute (and, as necessary, have its employees, agents, representatives and contractors execute) any and all further assignments or other documents necessary for MFI to seek patent, copyright, or trademark protection with respect thereto.

14. Customer's Further Obligations

a. Testing. In the event of any demonstration or testing of the Equipment, including any run-off testing, Customer shall provide all necessary supplies and suitable raw materials.

b. Location. Customer is responsible for providing a suitable location for installing the Equipment which shall be ready prior to the date of scheduled installation. The location shall be suitable for the Equipment and its operation and shall include a level, balanced foundation sufficient to withstand the load of the Equipment, all necessary electrical and air connections, and anything else reasonably needed for the operation and maintenance of the Equipment.

c. Operation of Equipment at Customer's Facility. Customer is responsible for supplying all labor, power, raw materials, consumables, and general maintenance necessary to operate the Equipment at Customer's facility.

15. Choice of Law

This Agreement and any additional terms to which the parties may subsequently agree shall be governed by and construed under the law of the State of Georgia without reference to conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement.

16. Dispute Resolution

a. Prescription. Any action for breach of warranty, breach of contract, or for other claims arising under or relating to this Agreement or the Equipment, or any Services provided by MFI, must be commenced no later than one (1) year after the cause of action has accrued.

b. Exclusive Venue. Any claim or dispute of any type or nature arising out of or relating to this Agreement or the Equipment, or any Services provided by MFI, and regardless of the legal theory on which it is based (including, without limitation, breach of contract, breach of warranty, fraud in the inducement, negligence, strict liability, intentional tort, or breach of any statutory duty or condition) or the relief sought (including, without limitation, damages or equitable relief) shall be brought solely and exclusively in the Georgia state courts located in Fayette County, Georgia, or the United States District Court for the Northern District of Georgia, Newnan, Division. Customer hereby consents to the personal jurisdiction and venue of said courts. Customer waives, to the maximum extent permitted by law, any defenses of personal jurisdiction or improper venue as to any claims brought in said courts.

17. General Limitation of Remedies

a. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY TYPE, SUCH AS, WITHOUT LIMITATION, LOST PROFITS, LOST OR DIMINISHED PRODUCTION, COST OF EXCESS POWER OR COST OF EXCESS LABOR, DUE TO ANY CLAIM OR DEMAND BASED ON ANY LEGAL THEORY ARISING OUT OF OR RELATING TO THE SALE OF THE EQUIPMENT OR THE PROVISION OF SERVICES BY MFI TO CUSTOMER (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, FRAUD IN THE INDUCEMENT, NEGLIGENCE, STRICT LIABILITY, INTENTIONAL TORT, OR BREACH OF ANY STATUTORY DUTY OR CONDITION).

b. EACH PARTY'S TOTAL LIABILITY TO THE OTHER SHALL,TO THE FULL EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES EXCEED THE SALES PRICE FOR THE EQUIPMENT (AND, IF APPLICABLE, SERVICES) AS STATED IN THE QUOTATION, EXCEPT THAT THIS LIMITATION SHALL NOT APPLY TO CUSTOMER'S EXPRESS INDEMNITY OBLIGATION ABOVE WITH RESPECT TO PRODUCTS CUSTOMER MANUFACTURES USING THE EQUIPMENT. THIS SUBPARAGRAPH AND THE DAMAGES LIMITATION CONTAINED IN THIS SUBPARAGRAPH APPLY ONLY TO CLAIMS BETWEEN THE PARTIES AND NOT TO CLAIMS BY THIRD PARTIES AND DO NOT CONSTITUTE AND SHALL NOT BE CONSTRUED TO CONSTITUTE AN INDEMNITY PROVISION IN FAVOR OF EITHER PARTY INDEMNIFYING A PARTY FOR THIRD-PARTY CLAIMS RESULTING FROM THAT PARTY'S SOLE NEGLIGENCE.

18. Miscellaneous

a. No Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the express written consent of the other party.

b. Modifications. This Agreement may not be modified except by a writing signed by authorized representatives of MFI and Customer.

c. No Joint Venture, etc. This Agreement, or the purchase and sale of the Equipment or the provision of any Services by MFI to Customer shall not create, and shall not be construed to create, an agency, partnership, or joint venture relationship between the parties. Neither party shall have any authority to bind the other party in any transaction, or to make any contract, promise, representation, warranty, undertaking, or obligation of any type on behalf of the other party.

d. Waivers and Consents. All waivers and consents by Customer or MFI shall be in writing. No waiver or consent by MFI or Customer of any breach or anticipated breach of any provision hereof by the other party shall be deemed a waiver of any other contemporaneous, preceding or succeeding breach or anticipated breach, whether or not similar.

e. Severability. Customer and MFI agree that it is their mutual intention that the Quotation and these Terms and Conditions should be enforced as written, and that each provision should be, to the maximum extent permitted by law, found to be valid and enforceable. Should any provision of MFI's Quotation or these Terms and Conditions be declared invalid or unenforceable for any reason, the remaining provisions shall be unaffected and shall continue in full force and effect as if prepared with the invalid or unenforceable portion eliminated.

f. Construction. The provisions of the Quotation and these Terms and Conditions shall be construed consistently whenever it is reasonable to do so. In the event of a direct conflict between the provisions of the Quotation and the provisions of these Terms and Conditions, the provisions of the Quotation shall control. This Agreement shall not be construed against either party based on any rule of construction not expressly recognized herein, including, but not limited to, based on the contention that a party drafted all or any part of the Agreement