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Q E2G2 Certified �.o�ai eo..ea..e action, claims, suits, proceedings and judgments (collectively "Claims ") which each party may incur or suffer or be put to by reason of or in connection with or arising from any breach, violation or non performance by the other of any obligation contained in this Agreement to be observed or performed by the respective party, or any wrongful act or negligence of the respective party or its agents or employees which relates to this Agreement, howsoever arising. Each party acknowledges and agrees that this indemnity shall survive any termination of this Agreement. 9. Force Majeure. Neither party shall be liable for delay or failure in performance resulting from acts beyond the control of such party including, but not limited to, acts of God, acts of war or of the public enemy, riots, fire, flood, or other natural disaster, acts of government, strike, walkout, communication line or power failure, failure in operability or destruction of the Licensee's computer (unless by reason of the negligence of a party to this Agreement) or failure or inoperability of any software other than the Software. Any applicable delivery schedule shall be extended by a period of time equal to the time lost because of any such delay. 10. Independent Contractors. The Parties expressly acknowledge and agree that each is an independent contractor and nothing contained in this Agreement or which otherwise exists shall be construed by any Party or any third person or entity to create a relationship of joint ventures, partners, or employer and employee. 11. Entire Agreement. This Agreement constitutes the entire and only agreement between the parties for Software and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties. 12. Notices. Any notice required by this Agreement shall be given by prepaid, first class, certifted mail, return receipt requested to above address or such other address as may be given from time to time under the terms of this notice provision. 13. Governing Law. This Agreement shall be governed by the laws of the State in which Licensee is located and shall be deemed to have been entered into in that State for purposes of venue no matter where actually executed. 14. Invalidity. The invalidity or unenforceability of any provision or covenant contained in this Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed to be severable. 15. Waiver. A term or condition of this Agreement may be waived or modified only by written consent of both parties. Forbearance or indulgence by either party in any regard shall not constitute a waiver of the term or condition to be performed, and either party may evoke any remedy available under the Agreement or by law despite such forbearance or notice. G ".