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  1. No Assignment or Delegation
  2. Dispute Resolution
  3. Legal Relationship
  4. Written Amendments and Waivers
  5. Notices
  6. Severability
  7. No Third-Party Enforcement
  8. Entire Agreement
  9. Signature

No Assignment or Delegation

Neither party may assign any right or delegate any obligation under this agreement without the prior, signed, written consent of the other party. Any attempt to assign or delegate without consent will have no legal effect.

Dispute Resolution

The law of will govern all aspects of this agreement. The parties shall bring legal proceedings related to this agreement only in state or federal courts located in that state. The parties consent to the exclusive jurisdiction of those courts, and waive any objection that legal proceedings brought there are brought in an inconvenient forum. The parties may enforce judgments of those courts in any appropriate forum. A party shall pay attorney fees and costs that the other party incurs in any legal proceeding related to this agreement that results in final judgments on the merits, in the other party's favor, on all the other party's claims.

Legal Relationship

The parties to this agreement remain independent contractors. This agreement does not create any partnership, joint venture, agency, or similar relationship between the parties.

Written Amendments and Waivers

The parties will amend this agreement only by cosigned, written agreement. The parties will waive parts of this agreement, if at all, only by written waiver describing the specific terms waived and in what particular instance, signed by the party waiving.


The parties shall send every notice, demand, consent, request, or other communication required or allowed by this agreement:

by e-mail to the address the other party provided with their signature; or

by overnight courier, with signature required for delivery, to the address the other party provided with their signature.

Either party may change its e-mail or postal address for later communications by giving notice of a new address.


If a court decides than any part of this agreement is invalid or unenforceable for any reason, but enforcing the rest of the agreement would serve the purpose of protecting Confidential Information to advance the Purpose, then rest of this agreement will remain in force.

No Third-Party Enforcement

Only the parties may enforce rights under this agreement.

Entire Agreement

The parties intend the terms of this agreement as the final, complete, and only expression of their agreement about protection of Confidential Information exchanged to advance the Purpose.


A written or electronically signed copy of this agreement delivered by e-mail or other electronic means has the same legal effect as delivering a printed and signed original.