10.1. Relationship of the Parties. Nothing in this Agreement shall in any way be construed to constitute either Party as an agent, partner, joint venturer, employee or representative of the other Party, and both Parties shall remain independent contractors.
10.2. Customer Approval of Marketing Materials. Centrical will perform services for the Customer in connection with the planning, provision, creation, and/or placing of branding, research, advertising, marketing, consulting, creative and/or digital services for interviews, case studies, press releases and speaking opportunities during the Term. Customer agrees to collaborating on: Press Release, Case Study, Video Testimonial and Referencing the Customer’s logo on Centrical’s website
10.3. Notices. Any written notice connected with this Agreement will be sufficiently made on the mailing date if sent by registered, certified or first class – postage prepaid mail to the Party at its address set forth on the cover page of this Agreement.
10.4. Force Majeure. Each Party to this Agreement will be excused for delays in performing or from its failure to perform hereunder (other than payment delays) to the extent that the delays or failures result from causes beyond the reasonable control of such Party; provided that, in order to be excused from delay or failure to perform, such Party must act diligently to remedy the cause of the delay or failure.
10.5. Assignment. This Agreement will be binding upon Company’s or Customer’s successors or assigns, as the case may be. However, neither this Agreement nor any of Customer’s rights, privileges, duties or obligations under this Agreement may be assigned, sublicensed, sold, mortgaged, pledged or otherwise transferred or encumbered by Customer without the prior written consent of Company, which shall not be unreasonably withheld or delayed.
10.6. Governing Law. arising from this Agreement will be governed by and interpreted in accordance with the laws of the New York, USA, without regard to conflicts of laws and principles. Any and all actions brought to enforce this Agreement or resolve any dispute arising out of this Agreement must be brought exclusively in the federal or state courts having jurisdiction in New York City, New York, USA and each Party hereby consents to and agrees to submit to the exclusive personal jurisdiction and venue of such courts. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement
10.7. Compliance with Export Regulations. Customer has or shall obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals; shall indemnify and hold Company harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. Customer shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws (e.g., in the U.S., the Bureau of Export Administration of the U.S. Department of Commerce).
10.8. European Union Residents. If Customer resides in the European Union (EU) or if any transfer of information between Customer and the Services is governed by the European Union Data Protection Directive or national laws implementing that Directive, then Customer consents, and shall obtain any consent and approval required by applicable law, to the transfer of such information outside of the European Union to its country and to such other countries as may be contemplated by the features and activities provided via the Services.
10.9. Waiver of Breach. No waiver by either Party of any breach of this Agreement will constitute a waiver of any other breach of the same or other provisions of this Agreement. No waiver by either Party will be effective unless made in writing and signed by an authorized representative of that Party.
10.10. Severability. If any provision in this Agreement is invalid or unenforceable in any circumstance, its application in any other circumstances and the remaining provisions of this Agreement will not be affected thereby.
10.11. Entire Agreement. This Agreement, together with its Schedules and any outstanding Order Forms executed pursuant thereto, constitutes the entire agreement and understanding of the Parties relating to the subject matter hereof. This Agreement supersedes all prior written and oral agreements and all other communications between Company and Customer. Amendments to this Agreement will be effective only if written and signed by Company and Customer.
10.12. No Third Party Beneficiaries. Each Party intends that this Agreement will not benefit, or create any right or cause of action in or on behalf of, any person or entity other than Customer and Company.
10.13. Interpretation and Priority of Documents. In the case of conflicts or inconsistencies between the terms of this Agreement and any Order Form or Schedule hereto, the terms of this Agreement will prevail, except as specifically stated otherwise. Unless designated as replacing a specific outstanding Order Form, a new Order Form will be considered to be in addition to then-outstanding Order Forms.
10.14. Authority; Counterparts. Customer’s signature is by an authorized representative of Customer and constitutes Customer’s acceptance of this Agreement and its agreement to be bound hereby. This Agreement may be executed and delivered by the Parties in counterparts (each of which will be considered for all purposes an original) and by facsimile or by e-mail transmission in PDF format, and when a counterpart has been executed and delivered by each of the Parties, by facsimile, e-mail in PDF format or otherwise, all such counterparts and facsimiles will together constitute one agreement.
10.15. Headings; Interpretation. The Section headings in this Agreement are for identification purposes only and will not affect the interpretation of this Agreement. Unless business days are specified, all references to “days” means calendar days.