b.
The parties agree that their relationship shall be that of independent contractors and nothing in
this Agreement or the relationship between the parties shall be construed as making them joint
venturers, partners, employer/employees, franchisor/franchisee, master/servant, or any legal
relationship other than independent contracting parties. Each party shall be responsible for their
own income taxes and any withholding thereof. Neither party shall have the authority, express
or implied, to act on behalf of the other or to bind the other to any contract, obligation, debt,
responsibility or obligation of any nature or kind.
c.
Neither party may assign the benefits or obligations under this Agreement and any attempt to
do so shall be void and of no legal effect. Each of the parties recognizes and agrees that the
other party is relying upon the identity of the other party and the owner and principals of the
other party in entering into this Agreement. Neither party shall be permitted to subcontract any
obligations contained herein to another party without the advanced written notice from the
other party. The parties specifically agree that there shall be no third party beneficiaries to this
Agreement.
d.
In any legal action between the parties relating to the subject matter hereof, the prevailing party
shall be entitled to an award of all costs and reasonable attorney fees related to such action.
e.
All notice, except for notices of termination, shall be transmitted via Email to the relevant party
at the Email address indicated below or at such other Email address provided by the other party
in writing. Notices of termination shall be in writing and shall be personally delivered or sent by
a reputable overnight mail service (e.g., Federal Express), or by first class mail (certified or
registered), or by facsimile confirmed by first class mail (registered or certified), to the party at
the address indicated above. Notices will be deemed effective (i) upon transmission, provided
such transmission is not returned as undeliverable, when such notice may be given via Email, (ii)
[NUMBER] working days after deposit, postage prepaid, if mailed, (iii) the next day if sent by
overnight mail, or (iv) the same day if sent by facsimile and confirmed as set forth above.
f.
Failure by either party to enforce any provision of this Agreement will not be deemed a waiver
of future enforcement of that or any other provision. Any waiver, amendment or other
modification of any provision of this Agreement will be effective only if in writing and signed by
the parties.
g.
If for any reason a court of competent jurisdiction finds any provision of this Agreement to be
unenforceable, that provision of the Agreement will be enforced to the maximum extent
permissible so as to effect the intent of the parties, and the remainder of this Agreement will
continue in full force and effect.IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
ONLINE BUSINESS
STRATEGIC PARTNER
Authorized Signature
Authorized Signature
Print Name and Title
Print Name and Title