Terms and Conditions


When you register for one of our tours, you must accept the terms of, and execute, this Travel Services Agreement and the corresponding Release of Liability, Waiver of Claims, Assumption of Risks and Indemnity Agreement and Traveller Registration (collectively, the “ODT Agreements”).

The details of your reservation will be confirmed by Open Doors Travel, subject to the availability of the chosen tour or portion thereof.

Upon receipt by Open Doors Travel of the executed ODT Agreements and the (more particularly described at Schedule “A”) has been received by Open Doors Travel, the reservation will be confirmed.

Details of a particular tour + fees for services [including deposit amount] should be detailed within Schedule “A”, or can be attached (and incorporated by reference)

All fees (the “Fees”) are quoted in Canadian dollars unless stated otherwise. Open Doors Travel may or may not provide a breakdown of costs or an itemized list. Fees are determined using group minimums, currency, rates and tariffs in place as of the date you are provided a quote for services by Open Doors Travel.

The Client acknowledges and agrees that the Fees may be adjusted by Open Doors Travel to accommodate changes to the itinerary due to unforeseen circumstances, including but not limited to, changes to the number of tour participants, unavailability of particular attractions, accommodations or flights, or pandemics, epidemics, natural disasters or other reasonable causes.

The Client acknowledges and agrees that the Fees may be adjusted due to the application of a fuel surcharge or changes in currency exchange rates. In this event, if the adjustment of the Fees results in an increase of less than 7% of the amount of Fees originally quoted by Open Doors Travel, excluding GST and PST, the Client shall pay such difference. If the adjustment of the Fees results in an increase of 7% or more of the amount of Fees originally quoted by Open Doors Travel, excluding GST and PST, the Client may:

  1. accept the adjustment and pay to Open Doors Travel the difference;
  2. terminate this Agreement, in which case, Open Doors Travel shall reimburse any funds paid by the Client, less the Administrative Fee (more particularly described at section 2.4);
  3. apply the Fees paid to date towards other services provided by Open Doors Travel.

With regard to the above paragraph, no adjustment to Fees shall occur within thirty (30) days of the Departure Date.

The Fees are based on a minimum number of paying participants, which is different for each destination. If your group does not meet these minimum requirements, it may consequently increase the cost of your tour or the tour may be cancelled.

The Client must provide to Open Doors Travel proof of travel insurance for each Traveller, valid from the Departure Date to the Return Date. For greater certainty, all travel insurance policies must provide for:

  • ‘Cancel for Any Reason”;
  • Pandemic (COVID-19 or other) coverage;
  • a minimum $2 million in medical coverage for the travel destination(s);
  • trip delay and interruption coverage; and
  • death and dismemberment coverage

(the “Travel Insurance”).

If you need travel insurance, we recommend and refer Manulife Canada. Please contact our Group Representative.

The Fees, unless noted otherwise, are based on multiple occupancy per room (3 or more students, or 2 adults per room). Single beds (i.e., 1 bed per person) are not guaranteed.

Single/Twin Room Guarantee Supplement:  In the event the Client wishes to guarantee single or double occupancy for themselves or the Traveller, as the case may be, the Client may be required to pay a room supplement fee, in addition to the base Fees in each such instance. The cost of any such room supplement fee varies according to the chosen program, if applicable.  If charging a room supplement fee, make sure to include that in the attached document or in Schedule “A”

Adult Add-on Tour Supplement for Student Tours (additional to the tour price and bed-type supplement)Upon request, and subject to the approval of any responsible parties, including but not limited to Group Leaders and/or School/Group Administration, an adult parent or guardian may be permitted to join the tour. In such an event, the adult parent or guardian must separately execute all or some of the ODT Agreements and pay the corresponding Fees, subject to an additional fee of $20 per additional parent or guardian per day.

The Client shall pay to Open Doors Travel a one-time, non-refundable administrative fee of $50.00 (the “Administrative Fee”) at the time of registration. The Administrative Fee shall be applied towards the Fees.

Payments of Fees are due in accordance with your tour payment schedule, more particularly described at Schedule “A”.  If you are unable to meet a payment deadline, you must contact Open Doors Travel as soon as is practicable.

The Client may pay the Deposit and/or Fees by any one of Visa, MasterCard, electronic funds transfer (ETF), cheques, or domestic or international money order. Your payment is not deemed made until Open Doors Travel receives it. Payments can be made online, over the telephone, or by mail. In any event, all payments must be made payable to OPEN DOORS TRAVEL CONCEPTS LTD. and, if sent via mail, sent to:  OPEN DOORS TRAVEL CONCEPTS LTD., 2308 Riverwood Way, Vancouver, BC V5P 4V7, CANADA

You acknowledge and agree that the form of payment chosen by you will be processed in accordance with the payment plan selected (more particularly described at Schedule “A”) and processing of said payment(s) may involve a third party. Open Doors Travel shall not charge transaction fees; however, Open Doors Travel shall not be held responsible or liable for any additional transaction fees charged by any third parties.

Any reservation(s) made after the Final Payment Deadline as detailed at subparagraph 2.5.7 shall be subject to availability and approved at the sole discretion of Open Doors Travel. If approved, payment of all Fees is due in full at the time of booking, plus an additional fee of:

  • $75 for Land-ONLY Tours; or
  • $150 for tours involving air travel.

All returned payments shall be subject to a $50 fee. For greater certainty, returned payments shall include, but are not limited to, credit card chargebacks and bounced cheques.

The Client is aware of, and agrees to, all non-refundable fees pursuant to this Agreement, and further agrees that they shall not submit dispute with their credit card in relation to any such payments.

For the purposes of this Agreement, the following deadlines for payment shall apply:

1st DEPOSIT Minimum                                       FINAL PAYMENT DEADLINE

Bus Tours              $250 CAD                              45 days prior to departure

Flight Tours          $500 CAD                              90 days prior to departure

Specialty items, including but not limited to, costs associated with tickets to or entry fees for shows, sporting events, and attractions, other upgrades, travel insurance premiums, supplements, and/or other deviations from the itinerary must be paid for in full at time of booking, in addition to the Deposit.

A tour is deemed confirmed once the minimum number of paying participants (as detailed at Schedule “A”) is reached and the required Deposit is received by Open Doors Travel. The minimum number of participants varies based on the program. Once the tour is confirmed, any and all payments are non-refundable.

All payments made to Open Doors Travel are non-refundable.

No refund will be made for any unused travel services or any portion thereof, nor is the price or value of unused travel services exchangeable for alternative services.

If you have to cancel and you find a suitable replacement traveller, in accordance with this Agreement and subject to the approval of any responsible third parties, as the case may be, a non-refundable name change fee of $150.00 shall apply, payable by cancelling participant or their replacement, in addition to any fees charged by any third-parties incidental to such a change.

For any information about British Columbia’s Consumer Protection Plan or Travel Industry Regulations, please review the following sites:

  • https://www.consumerprotectionbc.ca/get-keep-licence/travel/your-travel-assurance-fund_contribution/
  • https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/296_2004#section21


Customers wishing to terminate this Agreement must notify Open Doors Travel in writing at least 90 days,  prior to the Departure Date, or as soon as is practicable. Allow 5-10 business days for processing. 

All payments made up to the date of termination are non-refundable. If you terminate this Agreement for a cause that is covered by your travel insurance, Open Doors Travel shall, upon request, provide you with details required by your travel insurance representative to support your claim.

For each cancelled tour participant, the Fees may increase for the remaining travel participants.

If a Traveller is booked in a double/twin room and their travel partner, if applicable, terminates their participation in the tour less than 45 days prior to the Departure Date, you will be responsible for paying a single occupant supplement fee if you do not find a suitable replacement travel partner.

If a Traveller is absent on the outbound flight on the Departure Date without prior notice to Open Doors Travel, the remaining legs of the flight, if applicable, may be canceled by the airline and the Traveler will be solely responsible for purchasing any required replacement airfare. In the event any Traveller, for whatever reason, forgoes or otherwise misses their flight on the Return Date, no refund shall be provided, without exception.

Clients who have cancelled their, or a Traveller’s, participation in a tour and wish to rejoin the tour must pay a $50.00 reinstatement fee, plus any difference in Fees and any applicable late fees. Clients or Traveller(s), as the case may be, must also re-purchase sufficient insurance, if applicable. Reinstatement is subject to availability and is done at the sole discretion of Open Doors Travel, subject to all conditions governing late enrollments, if applicable. If no space becomes available, any Cancellation Charges shall continue to apply.

Tours sponsored by and/or organized through a third party, including but not limited to, a school, teacher, group leader, association, club, or organization, are subject to a group cancellation based on the decision of that third party.

In the event of such cancellation, all applicable Cancellation Charges shall apply. Alternatively, registered Travellers may have the option to continue the tour by assuming all responsibilities and covenants of the Client under this Agreement, including but not limited to, assigning a new group leader and changing the group name. Open Doors Travel shall not be held responsible for incurred fees related to such cancellations.

We reserve the right to cancel, postpone, or reschedule a tour for any external event beyond our control if we reasonably believe such an event could negatively affect the safety and wellbeing of the travellers or the quality of the trip. These events can be and are not limited to: “acts of God” or force majeure, epidemics, pandemics, or other public health issues or emergencies; severe weather events or natural disasters such as but not limited to hurricanes, earthquakes, tsunamis, tornadoes, fires, floods, volcanic activity, or landslides; war (whether declared or undeclared); terrorist activities; instability in a destination location; incidents of violence, riot, sabotage, civil commotion, or nationalization; strikes or labour disputes or lockouts; government orders, sanctions, actual or potential quarantines, or other restrictions affecting travel in, to, or around a location; disruption to transportation; chemical or radioactive contamination; or any other reason that makes it actually or potentially impossible for Open Doors Travel to safely conduct the tour as originally agreed. In such cases, our liability will be limited to the Fees, and we shall not be liable for any claims, demands, losses or damages of any nature or kind whatsoever you may have by reason of our cancellation, postponement and/or modification of the travel services.

Open Doors Travel reserves the right to terminate a Client’s or Traveller’s reservation without notice due to non-payment of any of the Deposit or Fees or due to litigation respecting such payment. In any event, any payments paid to date to the date of such termination are non-refundable.

We reserve the right to modify a tour you have purchased by substituting services, varying the itinerary, or otherwise, including to accommodate destination or home country requirements regarding medical testing. Further, third party suppliers may substitute other suppliers in their place with or without notice. In such cases, you will receive a comparable or superior service. During local festivities, national holidays, strikes, demonstrations, etc. beyond our control, access to certain facilities such as museums and restaurants, sightseeing tours, and shopping may be limited or not available. Weather conditions may cause delays, modification, or cancellation of services. Open Doors Travel shall not be held responsible or liable in any such cases. Whenever possible, suitable and/or comparable alternatives will be offered.

Cancellation due to country instability and/or a pandemic/epidemic will be based on Canadian government issued travel advisories and recommendations for the destination country(s) of your tour. Open Doors Travel shall not be responsible or otherwise liable for such cancellations, and payments made to the date of such cancellation shall not be refunded.

Any modification by the Client or Traveller, as the case may be, may be considered as a cancellation and can result in Cancellation Charges.

Any modifications made by the Client or Traveller, as the case may be, while on tour will not result in any refund if services are decreased; however, if services are increased, Open Doors Travel any charge additional Fees, which shall be due immediately.

A name change or correction shall not be deemed a modification, however, it shall be deemed a participant substitution. If Open Doors Travel is advised that any of the first, middle or last name, date of birth, and/gender is incorrect after the final participant list has been submitted to the airline and/or insurance company, the Client will be charged applicable third party name change fees in addition to a name change fee of $250.00 charged by Open Doors Travel. These charges are related to legal and security requirements and may not be disputed.

We reserve the right to refuse a participant substitution. A participant wishing to transfer his/her contract to another person must submit an Open Doors Travel Cancellation Form along with the substitute participant’s pertinent information. Substitution charges shall amount to 50% of any Cancellation Charges that would otherwise be due under this Agreement, not inclusive of any other airline surcharges and/or insurance premiums, if applicable.

Open Doors Travel’s adult-only tours may include pre-set minimum numbers of tour participants required for the tours to be completed. In the event that said pre-set minimum numbers are not met at least 60 days prior to the expected Departure Date, Open Doors Travel may, in its sole discretion, offer tour participants the option to proceed with a given tour, however, the per-Traveller Fees of said tour may be accordingly adjusted, in which case, the mutual agreement of all tour participants to pay the adjusted Fees is required in order for the tour to proceed. In the event that the minimum number of tour participants is met subsequent to the payment of any such adjusted Fees, any additional amounts paid towards same shall be refunded.

In the event the mutual agreement of all tour participants  referred to at subparagraph above is not received by Open Doors Travel, the tour may be cancelled, this Agreement terminated, and any Deposit paid shall be refunded, less the Administrative Fee.


In the event of your withdrawal from a tour following the Departure Date but prior to the Return Date, Open Doors Travel shall provide no refund. In case of illness or physical limitations, you must obtain a medical certificate in support of any insurance claim. Open Doors Travel cannot and shall not make any representations or guarantees with respect to any realize or potential reimbursements pursuant to any insurance claim.

OPEN DOORS TRAVEL reserves the right to require that all participants have received all necessary vaccines and/or supporting documentation as required by their destination(s) or service providers.

The Client must inform Open Doors Travel at the time of registration of any physical disabilities or limitations of themselves or any Traveller(s), as the case may be. At any rate, we recommend that any and all Travellers seek medical advice before departure. Open Doors Travel reserves the right to refuse the participation in a tour (or particular activities) of a Traveller at any time if, in our opinion or in the opinion of a third-party providing services on the tour, acting reasonably, the physical, mental, or medical condition of said Traveller may negatively affect the health, safety, or tour experience of other travellers.

Travellers with special dietary needs must notify Open Doors Travel at the time of registration with any dietary and/or preparation requirements. Open Doors Travel will work with those Travellers who have special needs and/or food restrictions. All issues regarding food and drink, including allergies, or dietary requirements and restrictions, are the sole responsibility of the Client and/or Traveller. If you do not notify Open Doors Travel at the time of registration of any special dietary requirements of Traveller(s), you agree to be solely responsible for meeting said dietary restrictions. In some cases, either due to supplier restrictions or customary way of life in the destination country, allergies, or dietary requirements and restrictions may not be accommodated. We recommend that Travellers bring non-perishable food/snacks with them to ensure they have options to eat in the event their specific dietary needs cannot be met at one or another time.

Individual Travellers are solely responsible for obtaining or meeting all visas, passports, entry documents, health requirements, and any documents required by laws, regulations, orders, and/or requirements of the countries to be visited. This process must be completed well in advance of the Departure Date. Travellers must consult appropriate consulates to determine if any visas are needed. Failure to do so may result in refusal of travel, for which Open Doors Travel shall not be responsible. All Travellers travelling internationally are required to have a valid passport. Many countries require that an individual’s passport be valid for at least six (6) months beyond the conclusion of your visit to said country. Names on airline tickets must be identical to that in a passenger’s passport. Open Doors Travel strongly recommends all tour participants understand their responsibilities prior to entering into this Agreement. No refunds will be provided in the event improper or incomplete documentation results in denied applications, boarding or entry or delays in getting the right approval.

In addition to appropriate travel documents for your destinations, Travellers 18 years of age or under travelling to any foreign destination when not accompanied by both parents must have all or some of the following supporting documents:

  • Consent letter confirming that the child has permission to travel abroad (e.g. when taking a trip alone, with a group, or with only one parent). See here for sample from Canadian Government: https://travel.gc.ca/travelling/children/consent-letter;
  • Additional identification, such as a birth certificate or citizenship certificate; and
  • Other legal documents, if applicable, such as divorce papers, custody court orders or a death certificate of a parent or parents.

It is the sole responsibility of the Client and/or Traveller to gather and provide, where and when required, proper documentation incidental to travel. No refunds will be made for improper documentation resulting in denied boarding or entry

The Client shall be responsible for any and all costs related to required vaccines and medical testing before, during or after the tour as required by their destination(s) or home country.

Each Open Doors Travel program begins as established in your program,  , and ends upon completion of services established in your program.

With respect to third party suppliers of goods of services, the Client understand and agrees that Open Doors Travel acts only as an agent for these suppliers, exercises no direct control over said suppliers, and in no event shall Open Doors Travel assume any responsibility for the acts or omissions of such third parties.

Open Doors Travel is not, and shall not be, responsible for the behaviour of any participants on a tour.

Open Doors Travel, its affiliates, directors, officers, employees, teachers/group leaders, schools, associations, clubs, organizations cannot be held responsible for events beyond their control, including but not limited to: war, civil unrest, any acts of violence, force majeure, acts of God, terrorist activities, strikes, epidemics, pandemics or government restrictions. Nor are they responsible for personal injury, death, property damage, baggage and personal effect loss or theft, and in the absence of its own gross negligence or from any act or omission arising from Open Doors Travel’s selection of vehicles, host families, schools, airlines, hotels, tour operators, transportation companies, sightseeing contractors or other firms, companies, agencies or individuals.

The Client and/or the Traveller, as the case may be, understand and agree to hold Open Doors Travel harmless from any and all expenses, damages, losses and/or injuries incurred as a result of contracting COVID-19 or any other illness before, during or after a tour. The Client and/or Traveller, as the case may be, accept and understand all risks of travelling during any pandemic, including but not limited to contracting COVID-19.

Make sure to attach the tour program to this Agreement, as it is frequently mentioned (and is incorporated by reference)

All Travellers are required to have travel insurance unless otherwise stipulated or not available in the participant’s country, state, or province of residence.

Should the Client and/or Traveller wish to opt out of the requirement for travel insurance, Open Doors Travel requires that the Client and/or Traveller, as the case may be, provides to Open Doors Travel a signed insurance waiver stating the following: 

I hereby acknowledge that OPEN DOORS TRAVEL CONCEPTS LTD. requires travel insurance in good faith and that I have made an informed decision to refuse such coverage and to assume full liability for my decision.

The Client and/or Traveller(s) are subject to the terms and conditions of the airline(s) with which they fly, which constitute(s) a separate agreement between said airline(s) and the relevant Client and/or Traveller. Flight delays and schedule changes are the sole responsibility of the airline, and Open Doors Travel shall not, in any case, be responsible or liable for any such delays or cancellations. Any domestic and international departure or arrival taxes, security charges, fuel surcharges, baggage fees, or any other charges imposed by airlines, airports, governments etc. are subject to change without notice due to legislation beyond our control. Open Doors Travel reserves the right to pass on said changes to each passenger. Additional airline tickets may be requested a minimum of 45 days prior to the Departure Date and the requesting party acknowledges and agrees to solely bear the cost of any additional fees incurred.

Airlines may require temperature checks and/or have other screening measures in place at the time of boarding. The Client and/or Traveller understands and agrees to hold Open Doors Travel harmless in the event of denied boarding. Open Doors Travel cannot, and shall not, be held responsible or liable for any fees or costs incurred by the Client and/or Traveller(s) due to denied boarding or associated with missed services.

Open Doors Travel shall not be responsible for ensuring that the Client’s and/or Traveller’s aircraft seating preferences are met.

Alternate Return Date requests are subject to availability and the approval of any relevant third parties, including but not limited to, airlines or accommodations providers, and are subject to the terms and conditions of any such third parties. It may not be possible to alter any return departure-points or flight routes. The Client and/or Traveller(s) must submit requests for alternate Return Date(s) not later than 90 days prior to the Departure Date. A $150.00 service fee will be applied for processing any such requests, which shall apply whether the Client and/or Traveller(s) accept the alternative option(s) we offer. The Client and/or Traveller(s) will be informed of and must accept all additional costs and fees, including any applicable airline supplements, prior to any such changes being made.

If the Client and/or Traveller(s) wish to arrive at the starting point for the tour prior to the Departure Date, the Client and/or Traveller(s), as the case may be, must contact Open Doors Travel at least 90 days prior to the date on which they intend to arrive at the starting point with any such request. In the event such a request is permissible, either by Open Doors Travel or the relevant airline, accommodations provider, or other relevant third parties, a fee of $150.00 shall apply regarding each such request in addition to the difference in any applicable costs of airfare, accommodations, or other charges. In any such event, it is the sole responsibility of the Client and/or Traveller(s) to bear any and all expenses associated with such a rescheduling, including but not limited to those associated with reconvening with the tour group upon its arrival.

In the event of a dispute(s) with respect to the interpretation, application or alleged breach of this Agreement, the Parties shall attempt to resolve any such dispute(s) informally between them. If the Parties are unable to resolve any such dispute(s) informally, and the Client and/or Traveller(s) intends to file a complaint to Consumer Protection BC with respect to the services provided pursuant to this Agreement, the Client and/or Traveller(s) understand and agree that they must file any such complaints in writing, and must deliver a copy same to Open Doors Travel via registered mail or e-mail, not later than 21 days after the event giving rise to the complaint.

In the event that a complaint escalated to Consumer Protection BC remains unresolved, and a Party initiates a claim or proceeding in court, the Parties agree that they shall submit and consent to the exclusive jurisdiction and venue of the courts of the Province of British Columbia, Canada.

When you register for a tour with Open Doors Travel, you will be asked to submit personal information about yourself, and possibly others, such as names, addresses, email addresses, genders, phone numbers, dates of birth, and passport numbers. We will share your, or, if different, the Traveller’s, personal information with suppliers (e.g., airline, hotel, insurance, and activity providers) only when, and only to the extent, necessary to fulfill our obligations under this Agreement. We will never sell or rent personal data to any third parties. By registering for our services through our online platform, you authorize us to disclose to our third party suppliers the information required to complete the services requested and fulfill related requirements, such as insurance and medical coverage.

Open Doors Travel is not liable or responsible for the acts or omissions of any third parties respecting your, or, if different, the Traveller’s personal data and information.

The Client hereby grants Open Doors Travel the irrevocable right and permission to use photographs and/or video recordings of me and/or the Traveller on the Open Doors Travel website and in publications, promotional flyers, educational materials, derivative works, and social media or for any other similar purpose, including commercial purposes, without compensation. I further agree that I, and any Travellers subject to the terms of this Agreement, do hereby waive any all moral or other rights of personality associated with any photographs and/or video taken pursuant to this paragraph.

I understand and agree that such photographs and/or video recordings may be placed on the Internet. I also understand and agree that I or the Traveller, as the case may be, maybe identified by name and/or title in print, Internet or broadcast information that might accompany the photographs and/or video recordings. I waive the right to approve the final product. I agree that all such portraits, pictures, photographs, video and audio recordings, and any reproductions thereof, and all plates, negatives, recording tape and digital files are and shall remain the property of Open Doors Travel, without exception.

I hereby release, acquit and forever discharge Open Doors Travel, its current and former trustees, agents, officers and employees of the above-named entities from any and all claims, demands, rights, promises, damages, and liabilities arising out of or in connection with the use or distribution of said photographs and/or video recordings, including but not limited to any and all claims for invasion of privacy, appropriation of likeness, or defamation.


I hereby represent and warrant that I am eighteen (18) years old or older and competent to contract in my own name or that I am the parent or legal guardian of the Traveller.

 The Client shall, in all cases, be responsible for paying all Fees, other fees, surcharges, expenses, Cancellation Charges, Administrative Fees, and outstanding charges pursuant to this Agreement, and additionally, in the event the Client and/or Traveller(s) seek services outside of this Agreement, for any such charges, fees, or expenses.

The Client understands and agrees that standards of living differ from country to country, and from region to region, and that such standards, including accommodation standards and the availability of utilities, may be different from that which the Client and/or Traveller(s) have experienced or expect from their home country(ies), and in no event shall the Client or Traveller hold liable Open Doors Travel for any such standards or conditions.


This Agreement contains the entire agreement among the Parties pertaining to the subject matter hereof and supersedes and replaces all previous written and oral agreements among the Parties with respect to the subject matter hereof.

The Schedules attached to this Agreement form an integral part of this Agreement and are incorporated herein by reference.

In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect its original intentions and the remainder of the provisions shall remain in full force and effect.

No amendment of the Agreement nor waiver of any of the terms and provisions hereof will be valid unless effected by a written amendment or waiver signed by both Parties and no waiver of any provision of this Agreement shall constitute a general waiver under this Agreement.

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party shall not be construed as a waiver of any subsequent breach of the same or any other provision.

This Agreement shall be governed by, and construed under, the laws of the Province of British Columbia. Any legal action or proceeding with respect to this Agreement shall be brought exclusively in the courts in British Columbia and by execution of this Agreement, the Client irrevocably consents to the jurisdiction of those courts.

This Agreement will enure to the benefit of and be binding upon the Parties and their respective personal representatives, successors and assigns.

Neither of the Parties may assign the benefits or obligations arising from the Agreement without the prior written consent of the other.

The Parties covenant and agree to execute such further and other documents and instruments and to do such further and other things as may be necessary to implement and carry out the intent of this Agreement.

This Agreement may be executed in as many counterparts and by facsimile transmission as may be necessary and each of which so signed will be deemed to be an original and such counterparts and facsimile transmissions together will constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the date set forth above.