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DocuSign Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228
<br />8. Non -Exclusivity. Client acknowledges that Company is in the business of promoting the interests of its clients
<br />with respect to the services it provides hereunder. As such, nothing in this Agreement will restrict Company's
<br />ability to represent other clients and provide services substantially similar to or the same as the services provided
<br />hereunder to such other clients.
<br />9. Miscellaneous.
<br />a. Assignment. Neither party may assign any of its rights or obligations under this Agreement without the
<br />prior written consent of the other party, which consent will not be unreasonably withheld or delayed;
<br />provided, however, that such consent shall not be required if Company assigns this Agreement in its entirety
<br />to an affiliate or to a successor Client in connection with a merger, combination or sale of all or substantially
<br />all of its assets.
<br />b. Controlling Law. This Agreement will be governed by and construed in accordance with the laws of the
<br />State of California without, regard to its conflict of laws provisions. The sole and exclusive jurisdiction and
<br />venue for actions related to this Agreement will be the state and federal courts located in Orange County,
<br />California. Both parties hereto consent to the exclusive jurisdiction of such courts and agree that process
<br />may be served in the manner provided herein for giving of notices or otherwise as allowed by California or
<br />federal law, as applicable.
<br />c. Severabil. All provisions of this Agreement will be considered as separate terms and conditions, and in
<br />the event any one will be held illegal, invalid or unenforceable, all other provisions hereof will remain in
<br />full force and effect as if any such illegal, invalid, or unenforceable provision were not a part hereof, unless
<br />the provision held illegal, invalid or unenforceable is a material provision of this Agreement, in which case,
<br />Company and Client agree to appropriately amend this Agreement with replacement provisions containing
<br />mutually acceptable terms and conditions.
<br />d. Independent Contractors. The parties hereunder are independent contractors. Except as expressly provided
<br />herein, neither party will have any right to assume, create, or incur any expense, liability, or obligation,
<br />express or implied, on behalf of the other party. This Agreement is not intended, nor will it be construed
<br />as a joint venture, association, partnership or other form of a business organization or agency relationship.
<br />e. Entire Agreement. This Agreement, together with all exhibits, schedules and amendments hereto,
<br />constitutes the entire agreement between Company and Client with respect to the subject matter hereof, and
<br />supersedes all prior and contemporaneous understandings and agreements between the parties concerning
<br />the subject matter hereof, whether oral or written. No waiver, modification, alteration or amendment of
<br />any of the terms and conditions hereof will be effective unless and until set forth in writing duly signed by
<br />an officer of Company and Client.
<br />f. Force Majeure. Except for the obligation to make payments of any fees and charges due hereunder, neither
<br />party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond
<br />such party's control, including, without limitation, acts of war, terrorism, acts of God, embargo, riot,
<br />sabotage, labor shortage or dispute, governmental act, failure of the Internet or any component or operating
<br />network infrastructure thereof (each, a "Force Majeure Event"), provided that the delayed party: (i) gives
<br />the other party prompt notice of such cause; and (ii) uses commercially reasonable efforts to promptly
<br />correct such failure or delay in performance. If Company is unable to provide Client with the Services for
<br />a period of sixty (60) consecutive days as a result of a continuing Force Majeure Event, either party may
<br />elect to terminate this Agreement.
<br />g. Publicity. All references, announcements, and/or press releases with respect to Client by Company will
<br />require the prior written approval of Client, with such approval not to be unreasonably withheld,
<br />conditioned or delayed.
<br />h. Notice. All notices to either party shall be in writing and delivered by hand, certified mail or overnight
<br />delivery to the address set forth by Company and Client in the signature block below, or to such other
<br />address as either party shall give by notice to the other party in accordance with this Section and such shall
<br />be deemed effective upon delivery. Alternatively, the parties may, at their election, utilize electronic mail
<br />as the method of delivery of any such notice provided hereunder. Notices sent by email shall be delivered
<br />to the email addresses designated by a party during the Term and shall be deemed effective upon
<br />confirmation of delivery by a "read receipt" or other such notice of delivery generated by the applicable
<br />email system, but in any event, by reply of the recipient of such notice.
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