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RESELLER AGREEMENT

This Reseller Agreement (the "Agreement") is made and entered into by and between SOW Nutritional Systems, LLC (“Provider” or “SOWN”) and (“Agent,”).

RECITALS

1. SOWN is the owner of a website, www.sownutritionalsystems.com that sells online educational health and wellness programs. These programs are developed by third party content providers (the “Content”).
2. Agent is a provider of sales and marketing support.  (“Agent”).  
3. SOWN and Agent desire that SOWN provide Agent with the ability to re-sell the Content, subject to and in accordance with the terms of this Agreement. SOWN  desires Agent to market and re-sell the Content to its existing and prospective clients.
4. Both SOWN and Agent agree to work together to sell content via the website.
5.   DEFINITIONS

1.1 “Agent’s Fees” means the fees paid by SOWN to Agent in connection with the re-sale of the Content by Agent to clients, which fees will be computed and payable as set forth in Paragraph 6.

1.2        “Customer(s)” shall mean a customer referred by Agent that purchases the content from third party content providers via the website.

1.3 “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.

1.4     “Net Product Revenue” shall mean the monetary amounts received by SOWN from the resale of the Content to clients each month less: (i) Banking processing fees;  (ii) taxes, (iii) returns and (iv) refunds, as amended by the parties in writing from time to time.  Both parties must mutually agree in writing upon deduction of any other amounts. The costs associated with the marketing of the Content by SOWN including marketing materials is not to be deducted from the Fee amounts paid to Reseller.

1.5 “Content” means all events, paid content and materials made available via SOWN’s website that is created and produced by third party content providers.

1.6 “Term” is defined in Paragraph 13.

2.   Appointment of Agent

2.1 Authority.  Subject to Agent’s compliance with the terms and conditions of this Agreement (including, without limitation, payment of all applicable fees pursuant to Section 6, SOWN hereby appoints Agent during the Term as the non-exclusive reseller of the Content. The foregoing appointment authorizes the Agent during the Term to market and resell the Content directly to its clients and prospective clients. Agent agrees to use its best efforts to market and promote the Services and Products of Provider. 

Agent shall refer clients interested in Provider’s Products and Services directly to SOWN in consideration for an Agent commission (as described below) for each customer referred by Agent, provided, however, that all Services and Products to be provided to clients shall be subject to acceptance and rejection by SOWN in its sole discretion. SOWN reserves the right to amend its Services and Products at any time and from time to time. Agent shall have no right, power or authority to represent that Services and Products may be obtained on terms and conditions different than those currently offered by SOWN (and any modifications thereto) or to grant any discount or make any adjustment to any rate for the Services or Products unless authorized prior to do so in writing by Provider.

SOWN agrees to pay commissions to Agent for content that is purchased by Agent’s clients. SOWN may make available a reasonable amount of pricing brochures, sales literature, and such other materials (collectively, the “Sales Literature”) as may be necessary, proper, or convenient in SOWN's sole judgment to assist the Agent under this Agreement. SOWN will use commercially reasonable efforts to keep Agent informed of new Products and Services via periodic product updates.

Agent will not permit any of its clients to access or use the Content unless and until such time the client has paid a fee and purchased the content. 

Only the client that has paid a fee may access and use the Content. Agent is not permitted to use any Products resold under this Reseller Agreement for its own benefit. Notwithstanding anything to the contrary contained in this Reseller Agreement, except for the limited resale right in Section 2 above, the third party content providers that have developed the content have and will retain all rights, title and interest (including without limitation all patent, copyright, trademark, trade secret and other intellectual property rights) in and to all the Content and all Products, software, service descriptions, documentation, and underlying technology and all copies, modifications and derivative works thereof, including without limitation as may incorporate Feedback. Agent acknowledges that it is obtaining only a limited right to resell the Content and related Products and that irrespective of any use of the words "purchase", "sale" or like terms hereunder no ownership rights are being conveyed to Agent under this Reseller Agreement or otherwise.

If Agent provides any feedback, comments, suggestions, ideas, description of processes, or other information to SOWN about or in connection with its Products or Reseller program, including without limitation any ideas, concepts, know-how or techniques contained therein ("Feedback"), then Agent grants SOWN a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to Agent or any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed Agent’s Confidential Information, and nothing in this Reseller Agreement (including without limitation Section 7 (Confidentiality) limits Provider’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

2.2. INDEPENDENT CONTRACTOR RELATIONSHIP 

With respect to all matters relating to this Agreement, Agent shall be deemed to be an independent contractor, shall bear its own expenses in connection with this Agreement and shall have no express or implied right or authority to assume or create any obligation on behalf of Provider. Nothing stated in this Agreement shall be construed as creating the relationships of employer and employee, franchisor and franchisee, Agent and servant, principal and agent, dealership, Agentship or joint venture between SOWN and Agent. Agent shall not represent itself or its organization as having any relationship to SOWN other than that which is described in this Agreement. Agent shall not have, nor shall it hold itself out as having, the power to make contracts in the name of or binding on, nor shall it have the power to pledge credit or extend credit in the name of Provider. SOWN reserves the right but not the obligation to withhold applicable state and federal taxes from the Agent commissions if required by law to do so. 

2.3 Restrictions.  Except as expressly provided in Section 2.1, Agent will not license, sublicense, sell, rent, loan, distribute, assign, transfer or otherwise make available the Content to any third party.  Agent will not copy, modify or create any derivative works based on the Content.  Agent acknowledges that the Content contains trade secrets, and in order to protect such trade secrets and other interests, Agent agrees not to disassemble, copy, decompile, or reverse engineer the Content or permit any third party to do so.

2.4 Limited Rights.  Agent’s rights to the Content are limited to those granted in Section 2.1.  SOWN reserves all others rights, title and interests in and to the Content.

3.   THE PARTIES’ OBLIGATIONS

3.1 Business Practices.  Agent will (i) conduct business in a manner that reflects favorably at all times on SOWN and the good name, goodwill and reputation of Provider; (ii) make no false or misleading representations regarding the Content; and (iii) make no representations, warranties or guarantees to prospective leads or clients or to the trade with respect to the specifications, features or capabilities of the Content that are inconsistent with the literature distributed by Provider.

3.2 Marketing.  Agent will use reasonable efforts to market and promote the Content to potential clients.  Agent will include in all marketing and promotional materials for the Content the applicable copyright and trademark notices as they appear on or in any marketing materials provided by Provider.

3.3 AGENT  will:

1. Communicate with SOWN on a regular basis about details on new prospective leads being generated on their behalf that are available and pertinent to aid SOWN in converting leads into the SOWN designation.  
2. Communicate with the SOWN on a regular basis, where applicable, about details on new clients coming on board.  

3.4 Both Parties will: 

1. Cooperate in the handling and managing of communications between Provider, AGENT and the client regarding any type of issues with the Content. 
2. Marketing. SOWN will provide AGENT with access to marketing materials, including marketing cut sheets, short commercials, website content, and content authored by SOWN that can be branded and shared with leads.
3.   Trademark License. Subject to the terms and conditions of this Agreement, SOWN grants Agent a non-exclusive, non-transferable, royalty-free, and restricted license to use Provider's registered and unregistered trademarks and service marks and Provider's trade name (collectively, the "Provider's Trademarks"), to the extent necessary in the Provider's judgment for Agent to perform its duties under this Agreement. Agent acknowledges that the Provider's Trademarks and the goodwill related thereto are the exclusive and sole property of SOWN and agrees that it will not contest the ownership or validity of the Provider's Trademarks. Agent agrees that any and all goodwill arising from its use of the Provider's Trademarks shall inure solely to the benefit of the Provider. Agent agrees to cease use of any of the Provider's Trademarks, immediately upon receipt of written request from Provider. Agent agrees not to use or register in any country trademarks, service marks, trade names, or other designations resembling or confusingly similar to the Provider's Trademarks. Agent agrees that all uses of the Provider's Trademarks shall be under the control of Provider, which shall also control the nature and quality of all goods and services provided or advertised in connection with the Provider's Trademarks. When requested, Agent agrees to furnish, at no charge, to Provider, samples of advertising, promotional, and any other materials that may permit SOWN to determine whether Agent's use of the Provider's Trademarks meets the standards, specifications, and directions approved by Provider. If, at any time, the advertising, promotional, or other materials bearing the Provider's Trademarks shall fail to conform to Provider's standards, specifications, and directions, Agent shall promptly remove the Provider's Trademarks from the promotional, advertising or other materials, and cease using the same. 

6.1 Fees.  The parties agree that clients shall pay Fees directly to SOWN to subscribe to use the Content. And, that SOWN shall pay Agent the fees owed to Agent for marketing and selling the content directly to clients.

6.2 Agent’s Fees:  (a) SOWN shall pay fees (“Fees”) to Agent for reselling the Content to clients in the amount of twenty percent (20%) of the net product revenue in US Dollars earned from the Provider’s subscription fees. 

6.3 Taxes. All Fees payable to Agent under this Agreement are net amounts and do not include taxes or duties of any kind. Agent will be responsible for, and will promptly pay, any applicable duties, sales tax, use tax, value added taxes (VAT) and all federal and state taxes it owes related to receiving fees from Provider, if any, associated with this Agreement or Agent’s receipt or access to the SOWN Service, excluding taxes based on SOWN's gross or net income. In the event that SOWN is required to collect or pay any tax for which Agent is responsible, Agent will pay such tax directly to SOWN. If Agent is a tax-exempt organization and is not obligated to pay taxes arising out of this Agreement, Agent will provide SOWN with any required documentation to verify its tax-exempt status with the applicable taxing authorities.

7.   Confidential and Proprietary Information. Each party acknowledges that during the course of performing its obligations hereunder it may receive Confidential Information. Each party will employ the same degree of care to protect the secrecy and confidentiality of the Confidential Information of the other party as it uses to protect its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. Each party will restrict the release, access and use of Confidential Information to those of its affiliates, employees, officers, directors, consultants and agents who must have access to the Confidential Information in order perform its obligations under this Agreement, provided such affiliates, employees, officers, directors, consultants and agents are subject to written agreements which contain confidentiality obligations in substance, at least as strict as those set forth herein, in order to enable each party to comply with the provisions of this Agreement or provided they are otherwise bound. The receiving party is responsible for any breaches of confidentiality by such affiliates, employees, officers, directors, consultants and agents. Confidential Information herein shall not include information that (i) the Recipient can demonstrate by its written records to have had in its possession prior to disclosure to the Recipient by the Discloser; (ii) was part of the public knowledge or literature, not as a result of any action or inaction of the Recipient; (iii) was subsequently disclosed to the Recipient from a source other than the Discloser who was not bound by an obligation of confidentiality to the Discloser; (iv) the Recipient can demonstrate by its written records to have been independently developed by the Recipient without the use, directly or indirectly, of any Confidential Information; or (v) the Recipient is required to disclose pursuant to a court order or as otherwise required by law; provided, however, that Recipient notifies the Discloser within sufficient time to give the Discloser a reasonable period to contest such order. All Confidential Information and any Documentation is provided “AS IS” without any representation or warranty, either express or implied, as to accuracy or completeness. 
8.   Intellectual Property. As between SOWN and Agent, SOWN exclusively owns all rights, title and interest in to all of its Intellectual Property Rights therein including any enhancements, work product or works for hire thereto, and any documentary or other materials regarding the use thereof and related thereto. Agent shall not attempt, or directly or indirectly allow any client, Authorized User or other third party to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of SOWN’s intellectual property in any form or media or by any means. Neither this Agreement, nor anything contained herein, shall be construed as a sale of the Content and/or any intellectual property right or title therein or thereto.

This Agreement will not be construed as a license to copy, modify, create derivative works from, publish, disclose or otherwise use any of SOWN’s Materials or documentation. The provisions of this Paragraph 8 shall survive termination of this Agreement.

9.   Agent’s Duties.  Agent will use its reasonable efforts to protect the Intellectual Property Rights in the content and will report promptly to SOWN any infringement or misappropriation of such rights of which Agent becomes aware.
10.   Agent Indemnification. Agent will defend, indemnify and hold SOWN harmless from any liability, damages and expenses (including court costs and reasonable attorneys' fees) arising out of or resulting from: (i) any Agent fraud, criminal misconduct or gross negligence; (ii) Agent disclosing any confidential information in violation of this Agreement; (iii) Agent selling, marketing or disclosing any information whatsoever to any third parties related to any of its clients; (iv) Agent providing any medical care or treatment to any of its clients or prescribing any nutraceuticals to any of its clients; (v) in connection with Agent’s performance of its duties and responsibilities hereunder; (vi) the issuance by Agent of any warranty or representation regarding the content, SOWN or its products or services, (vii) any of Agent’s other acts or omissions in connection with the marketing or resale of the content under this Reseller Agreement; or (viii) Agent’s failure to pay all applicable taxes associated with being paid any Fees pursuant to this Agreement.
11.   Limitations of Liability

11.1 TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER SOWN NOR ANY THIRD PARTY CONTENT PROVIDERS THAT HAVE CREATED ANY CONTENT SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), DEATH, INJURY, BODILY HARM OR EMOTIONAL DISTRESS REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

11.2 Liability Cap. IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR AND SOWN BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED SOWN’S TOTAL LIABILITY TO AGENT OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE FEES PAID BY SOWN TO AGENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES WHETHER IN CONTRACT, TORT OR OTHERWISE.

12.  DISCLAIMER OF WARRANTIES.

SOWN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO AGENT AS A RESELLER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT.

13.   TERM AND TERMINATION 
14. This agreement shall commence on the Effective Date and shall continue thereafter until terminated by either party in accordance with this Section. 
1. The initial term of this Agreement is for one (1) year following the Effective Date (“Term” or “Initial Term”). This Agreement will auto renew for additional one (1) year terms (“Renewal Terms”) unless either party provides ninety (90) days notice to the other party prior to the expiration of the initial term or any successive Renewal Term of its intention not to renew the agreement. 
2. Any party may terminate this Agreement for any reason by providing thirty (30) days’ advance written notice. 
3. SOWN may terminate this Reseller Agreement if Agent materially breaches any provision in this Reseller Agreement and fails to cure such breach within five (5) days of written notice of such breach. SOWN may also terminate this Reseller Agreement immediately upon notice to Agent if (a) it ceases to offer the current Reseller program or (b) it reasonably believes that continuing hereunder could result in business or legal liability for SOWN Nor otherwise harm SOWN Nor its end user clients.

• Either party may terminate this Agreement (a) (i) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of either party’s debts, (ii) upon either party making an assignment for the benefit of creditors, or (iii) upon either party’s dissolution or ceasing to do business. 

• Affirmation of rights. All rights and licenses granted pursuant to any section of this Agreement are, and will otherwise be, for purposes of Section 365(n) of the U.S. Bankruptcy Code and/or any similar or comparable section of the U.S. Bankruptcy Code (as such sections may be modified, amended, replaced, or renumbered from time to time), executory licenses of rights to "intellectual property," as defined under Section 101 (35A) of the U.S. Bankruptcy Code and/or any similar or comparable section of the U.S. Bankruptcy Code (as such sections may be modified, amended, replaced, or renumbered from time to time). The parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. Accordingly, the licensee of such rights shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. Upon the commencement of bankruptcy proceedings by or against either Party under the U.S. Bankruptcy Code, the other Party shall be entitled to retain all of its license rights and use rights granted under this Agreement. Agent is provided the same rights in this paragraph under all applicable Canadian Bankruptcy Laws.

• Effect of Termination. Agent expressly agrees that SOWN will have no obligation or liability to Agent resulting from termination or expiration of this Reseller Agreement in accordance with its terms. Upon termination or expiration of this Reseller Agreement: (a) Agent must immediately cease identifying itself as a SOWN Reseller and using SOWN Marks in connection with its resale activities hereunder, and (b) Agent must destroy all Confidential Information in its possession and certify destruction (unless SOWN requests that Agent return such materials to SOWN).

1. Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may, without the prior consent of the other, assign all of its rights under this Agreement to (i) a parent, subsidiary, affiliate or third party [collectively “Successor[s]” or “Assignee[s]” ];. Any attempt to assign this Agreement in violation of this provision shall be void and of no effect. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assignees. Any permitted successor or assignee of Agent shall assume all of the obligations of Agent under this Agreement including but not limited to Agent continuing as a non-exclusive reseller of the Content herein until such time that Agent terminates this Agreement by providing SOWN or any permitted successor or assignee of SOWN with thirty (30) days notice of its intent to terminate this Agreement. 

14.1   Non-Compete. Agent cannot by itself or assist another company to sell, market or license any type of similar content in the USA that competes with the content for a period of two years after the agreement ends or is terminated by either party.

14.2. Injunctive Relief; Enforcement. Notwithstanding the provisions of this Section 15, nothing in this Reseller Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

14.  Exclusion of UN Convention and UCITA.The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Reseller Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Reseller Agreement regardless of when or where adopted.
15.  Government End Users.

The Products are commercial computer software. If the user or licensee of the Products is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Reseller Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Products were developed fully at private expense. All other use is prohibited.

16.  Dispute Resolution; Governing Law.

Governing Law/Arbitration.  By using SOWN’s Website or Services, you agree that the laws of the State of California without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and SOWN.

Disputes

ANY DISPUTE RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN SAN DIEGO, CALIFORNIA. IN THE EVENT THERE IS A PANDEMIC OCCURRING AT THE TIME OF ANY DISPUTE THE ARBITRATION PROCEEDING SHALL BE PERFORMED VIRTUALLY. EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT.

CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE COMMERCIAL ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA'S CONSUMER RULES"), EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION'S WEBSITE.

YOU AND SOWN AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.

THE ARBITRATOR SHALL APPLY CALIFORNIA LAW, AND THE ARBITRATOR'S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.

IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURT LOCATED IN LOS ANGELES COUNTY, CALIFORNIA. IN THE EVENT THERE IS A PANDEMIC OCCURRING AT THE TIME OF ANY DISPUTE THE ARBITRATION PROCEEDING SHALL BE PERFORMED VIRTUALLY.

17.  Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
18.   Survival. Sections 5, 9, 10, 11, 12, 13, 15, 18 and 20 and any other provisions necessary to interpret the respective rights and obligations of the parties hereunder will survive any termination or expiration of this Agreement, regardless of the cause of such termination or expiration.
19.   Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
20.   Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
21.   Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid.  All such notices will be sent to the addresses set forth above or to such other addresses as may be specified by either party to the other party in accordance with this Section.
22.   Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, acts of God or governmental action.
23.   Relationship of Parties. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of Agency, joint venture, employment, franchise, or agency between the parties.  Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
24.   Entire Agreement. This Agreement, including its Exhibits, constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter.  Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties.
25.   Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

THE PARTIES HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND BY CLICKING YES ABOVE AND AGREE TO BE BOUND BY IT. EACH PARTY REPRESENTS THAT THE INDIVIDUAL CLICKING ON ITS BEHALF HAS FULL AUTHORITY TO BIND SUCH PARTY.

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