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other casualty, act of God, strike or labor dispute, war or <br />other violence, or any law, order or requirement of any <br />governmental agency or authority. <br />(c) Assignment. The Engagement Letter may not be <br />assigned by any party hereto without the prior written <br />consent of the other parties. Any attempted assignment <br />made without such consent shall be void and of no effect, <br />at the option of the non -assigning parties. <br />Notwithstanding the foregoing, Ankura may assign or <br />novate the Engagement Letter to a transferee of all or part <br />of our business upon written notice from us. We may also <br />transfer or deal with our rights in any unpaid invoice <br />without notice. <br />(d) Independent Contractors; Subcontractors. In <br />connection with the Services, Ankura may utilize <br />employees, agents or independent contractors or its own <br />affiliates (each of which is a separate and independent <br />legal entity) or its own agents or independent contractors. <br />References in the Engagement Letter to Ankura <br />personnel shall apply equally to employees, agents or <br />independent contractors of Ankura and its affiliates. <br />Ankura shall act as an independent contractor under this <br />Engagement Letter, and not in any other capacity <br />including as a fiduciary, and any obligations arising out <br />of its engagement shall be owed solely to you. As an <br />independent contractor, Ankura will have complete and <br />exclusive charge of the management and operations of its <br />business, including hiring and paying the wages and other <br />compensation of all its employees and agents, and paying <br />all bills, expenses and other charges incurred or payable <br />with respect to the operations of its business. Ankura will <br />remain solely responsible for the Services. <br />(e) Restrictions on Claims. You agree not to bring any <br />claim against a direct or indirect holder of any equity <br />interests or securities of Ankura whether such holder is a <br />limited or general partner, member, stockholder or <br />otherwise, affiliate of Ankara, or director, officer, <br />employee, representative, or agent of Ankara, or of an <br />affiliate of Ankura or of any such direct or indirect holder <br />of any equity interests or securities of Ankura <br />(collectively, the "Party Affiliates") other than those <br />Party Affiliates providing Services under the <br />Engagement Letter. You further agree that no Party <br />Affiliate other than those Party Affiliates providing <br />Services under the Engagement Letter shall have any <br />liability or obligation of any nature whatsoever in <br />connection with or under the Engagement Letter or the <br />Services contemplated thereby. <br />(f) Notices. Notice given pursuant to any of the <br />provisions of the Engagement Letter shall be in writing <br />and shall be mailed or delivered (including via email so <br />long as the recipient acknowledges receipt) at the address <br />set forth in the signature blocks of each person listed in <br />the Engagement Letter. Notices shall be deemed <br />provided on the date sent. <br />• <br />(g) Governing Law. The Engagement Letter and Terms <br />of Business will be governed by and construed in <br />accordance with the laws of the State of California. <br />(h) Venue. Each party hereto hereby irrevocably and <br />unconditionally (a) submits for itself and its property in <br />any legal action or proceeding relating to the Engagement <br />Letter or for recognition and enforcement of any <br />judgment in respect thereof, to the exclusive general <br />jurisdiction of the state or federal courts sitting in the <br />State of California and appellate courts of any of the <br />foregoing and (b) consents that any such action or <br />proceeding shall be brought exclusively in such courts <br />and waives any objection that it may now or hereafter <br />have to the venue of any such action or proceeding in any <br />such court or that such action or proceeding was brought <br />in an inconvenient court and agrees not to plead or claim <br />the same. <br />(i) Jury Trial Waiver. Each party hereto knowingly, <br />voluntarily and irrevocably waives any right to trial by <br />jury in any action, proceeding or counterclaim (whether <br />based upon contract, tort or otherwise) related to, or <br />arising out of or in connection with, the Engagement <br />Letter or these Terms of Business or the performance by <br />Ankura of the Services contemplated herein. <br />0) Mediation. Other than disputes regarding non- <br />payment, if a dispute arises, the parties will first attempt <br />to resolve it by discussion, negotiation and mediation <br />before commencing legal proceedings. <br />(k) Limitation Period. Except for an action for <br />nonpayment of Fees and Expenses, no action, regardless <br />of form, relating to the Engagement Letter or the Services <br />provided thereunder, may be brought by either party <br />more than one (1) year after the cause of action has <br />accrued. <br />(1) Non -Solicitation. You will not, during the term of <br />the engagement or for twelve (12) months thereafter, <br />solicit (directly or indirectly) any employee of Ankura or <br />attempt to induce or cooperate with any other firm in an <br />attempt to induce any employee to leave the employ of <br />Ankura. In the event that an employee of Ankura having <br />provided services in accordance with the Engagement <br />Letter is hired by you during the above -mentioned period, <br />you agree to pay to Ankura, no later than ten (10) days <br />after the employee accepts a position with you, an amount <br />equal to one hundred percent (1000%) of the employee's <br />annualized compensation provided that the foregoing <br />shall not be violated by general advertising not targeted <br />at Ankura employees. <br />(m) Counsel Representation. The terms of the <br />Engagement Letter have been negotiated by the Parties <br />hereto, who have each been represented by counsel, there <br />shall be no presumption that any of the provisions shall <br />be construed adverse to any party as the "drafter" in the <br />ankura.com <br />