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g, ENTIRE AGREEMENT <br />This License, together with all attachments and Exhibits hereto, constitutes the <br />entire understanding and Agreement of the Parties. This License supersedes any <br />and all other Agreements, whether oral or written, between the Parties hereto with <br />respect to the terms set forth in this License and contains all the covenants, <br />conditions, terms and Agreements between the Parties with respect to the subject <br />matter herein described. Each Party to this License acknowledges that no <br />representations, inducements, promises or agreements, whether oral or written, <br />have been made by any party, or anyone acting on behalf of any party, with <br />respect to the subject matter herein described, and that no Amendment hereto <br />shall be effective unless set forth in writing, approved by the Licensor and <br />Licensees. <br />9. INDEPENDENT CONTRACTOR <br />It is understood and agreed by the Parties to this License that Licensee shall, in <br />the performance of the terms and conditions contained herein, be acting in a <br />wholly independent capacity and not as agents, employees, partners, or joint <br />venturers of the Licensor. This License does not create a tenancy of any nature <br />whatsoever between the Licensor and the Licensee. <br />10. ASSIGNMENT BY LICENSEE PROHIBITED <br />In no event shall Licensees assign or transfer any of the rights conferred herein <br />without the prior express written consent of the Licensor. <br />l 1. ATTORNEY FEES AND COSTS <br />In the event that any action is commenced to enforce payment or performance <br />under this License, or otherwise in connection with this License, the Parties agree <br />that the prevailing party shall be reimbursed by the non-prevailing Party for all <br />costs and attorneys' fees incurred by the prevailing Party in such action. <br />12. CONFLICT OF INTEREST <br />No member, official or employee of the Licensor shall have any personal interest, <br />direct or indirect, in this License, nor shall any member, official or employee of <br />the Licensor participate in any decision relating to this License which affects <br />his/her personal interests or the interests of any natural or legal person in which <br />he/she directly or indirectly has a beneficialinterest. <br />NON-EXCLUSIVE LICENSE AGREEMENT <br />Page 6 of 9 <br />