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b. Independent Contractor. Client acknowledges that Innovative is at all times an independent contractor and
<br /> that Client's relationship with Innovative is not one of principal and agent nor employer and employee. No Innovative
<br /> personnel will be entitled to participate in any compensation or benefits plan of Client.
<br /> c. Force Majeure. Neither party will be liable or responsible for any delay or failure in performance if such
<br /> delay or failure is caused in whole or in part by fire, flood, explosion, power outage, war, strike, embargo,
<br /> government regulation, civil or military authority, hurricanes, severe wind, rain, other acts of God, acts or omissions
<br /> of carriers, third-party local exchange and long distance carriers, utilities, Internet service providers, transmitters,
<br /> vandals, or hackers, or any other similar causes that may be beyond its control (a"Force Majeure Event").
<br /> d. Notice. Any notice or communication required to be given by either party must be in writing and made by
<br /> hand delivery, express delivery service, overnight courier, electronic mail, or fax, to the party receiving such
<br /> communication. Unless otherwise instructed in writing, such notice will be sent to the parties at the addresses set
<br /> forth on the first page of the License Agreement. All communications pursuant to this Section will be deemed
<br /> delivered as follows: (a) upon receipt, if delivered personally or by a recognized express delivery or courier service;
<br /> or(b)when electronically confirmed, if delivered by facsimile.
<br /> e. Invalidity. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction will,
<br /> as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in
<br /> any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this
<br /> Agreement invalid, illegal, or unenforceable in any other jurisdiction.
<br /> f. Counterparts. This Agreement may be executed by the parties in separate counterparts by original, .pdf(or
<br /> similar format for scanned copies of documents) or facsimile signature, each of which when so executed and
<br /> delivered will be deemed an original, but all such counterparts will together constitute but one and the same
<br /> instrument.
<br /> g. Publicity. Except as provided in this Section, neither party will make any press release, public statement or
<br /> other disclosure regarding the terms of this Agreement without the prior written consent of the other party, which
<br /> consent will not be unreasonably withheld. Notwithstanding the foregoing, Innovative will have the right to issue
<br /> public statements pertaining to the existence of the business relationship between Innovative and Client, including
<br /> the right to limited use of Client's name, logo and other reasonable non-confidential information in press releases,
<br /> web pages, advertisements, and other marketing materials.
<br /> h. Assignment. Neither party has the power to assign, license, or sub-license any of its rights or obligations
<br /> hereunder without the prior written consent of the other party, which will not be unreasonably withheld. Any
<br /> assignment, license, or sub-license attempted without such consent will be void. Notwithstanding the foregoing, a
<br /> party may assign this Agreement without the other party's consent (i) as part of a corporate reorganization,
<br /> consolidation, merger, or sale of substantially all of its assets or capital stock; or (ii) to an Affiliate of such party
<br /> provided that any such assignment will not release the assigning party from its obligations under this Agreement.
<br /> Waiver of Jury Trial; Governing Language. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY
<br /> TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT
<br /> OR THE SUBJECT MATTER HEREOF. This Agreement and all proceedings hereunder will be conducted in the
<br /> English language; any translation of this Agreement into another language will be for convenience only but will not
<br /> modify the meaning hereof. Only a written instrument duly executed by both parties may modify this Agreement.
<br /> j. Entire Agreement. This Agreement contains the entire understanding of the parties, and supersedes all
<br /> prior agreements and understandings relating to the subject matter hereof, provided that nothing herein will diminish
<br /> or affect any separate services agreement or statement(s) of work issued thereunder. The parties represent that
<br /> they are sophisticated commercial entities, have had the opportunity to consult with their own counsel, and have
<br /> included in this Agreement all terms material to the parties' rights and obligations with respect to the subject matter
<br /> hereof and intend this document to be the final expression of their contractual intent. The parties further represent
<br /> and acknowledge that communications exchanged between the parties during contract negotiation (including,
<br /> without limitation, requests for proposal ("RFPs") and Innovative's responses to such RFPs; questionnaires and
<br /> responses to same, quotes) do not constitute a part of this Agreement. Purchase orders,work orders or other such
<br /> documents submitted by Client will be for Client's internal administrative purposes only and the terms and conditions
<br /> contained in any such purchase order, work order or other such document will have no force or effect and will not
<br /> amend or modify this Agreement. In the event of any inconsistencies or conflicts among the GTCs, a License
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