Common use of Mutual Drafting; Precedence Clause in Contracts

Mutual Drafting; Precedence. (a) This Agreement and the Ancillary Agreements shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable. (b) In the event of any conflict or inconsistency between, on the one hand, the terms of this Agreement and, on the other hand, the terms of the Ancillary Agreements (other than the Data Processing Agreement or the Transfer Documents) (each, a “Specified Ancillary Agreement”), the terms of the applicable Specified Ancillary Agreement shall control with respect to the subject matter addressed by such Specified Ancillary Agreement to the extent of such conflict or inconsistency. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Data Processing Agreement or the Transfer Documents, the terms of this Agreement shall control to the extent of such conflict or inconsistency; provided, that in the case of any conflict or inconsistency between the terms of this Agreement and the terms of the Canadian Transfer Agreement, the terms of the Canadian Transfer Agreement shall control solely to the extent necessary for the Parties to remain compliant with the Canadian Tax Ruling.