1. Relationship Between the Parties. Each Party’s relationship with the other is that of independent contractor. Nothing contained herein creates a partnership, joint venture or similar business relationship between seller and referrer. No individual will be considered an employee of the other for any purpose.
2. Use of Name. Seller and its employees, agents and representatives will not, without Referrer’s prior written consent in each instance, use in advertising, publicity or other promotional endeavor, the name of Referrer or any of Referrer’s affiliates, or any officer or employee of Referrer, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof used by Referrer or its affiliates; or represent, directly or indirectly, that any product or service provided by Seller has been approved or endorsed by Seller, or refer to the existence of this Agreement in press releases, advertising or materials distributed to Seller’s prospective customers.
3. Force Majeure. Referrer shall not be held responsible nor be deemed to be in default under this Agreement for any delay in performance or failure in performance of any of its obligations hereunder if such delay or failure is the result of causes beyond the control of Referrer.
4. Governing Law. This Agreement, its subject matter and the parties’ respective rights and obligations hereunder shall be governed by and construed in accordance with the laws of the United States, without giving effect to principles regarding conflicts of law.
5. Term and Termination. The term of this Agreement shall continue for one year, or until terminated by either party for any reason upon five (5) days prior written notice without further obligation or liability. Renewal of this agreement must be mutually agreed to by the parties.
6. Assignment. Referrer may assign this Agreement, and/or any rights and/or obligations hereunder upon written notice and without the consent of Seller to any (i) subsidiary or affiliate of Referrer, or (ii) successor pursuant to a merger, consolidation, sale of all or substantially all of its assets. Seller shall not assign this Agreement, and/or any rights and/or obligations hereunder without Referrer’s prior written consent. Any attempted assignment in violation of this Section 9.6 shall be void ab initio.
7. Authority. Both Referrer and Seller have full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each has been properly authorized and empowered to enter into this Agreement. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.