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General—Intellectual Property - No Transfer

Posted by Steven Ayr

The Party 1 understands and agrees that all intellectual property and all intellectual property rights therein, whether in copyright, trademark, patent, trade secret, or otherwise (collectively, “Intellectual Property Rights”), created under this Agreement by the Party 2 or its Agents will remain the property of the Party 2. For the purposes of this Agreement, Intellectual Property means any and all intellectual property and tangible embodiments thereof, including without limitation inventions, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, know-how, techniques, algorithms, databases, computer software and code, mask works, formulae, techniques, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, schematics, diagrams, product specifications and other works of authorship. . . .

General—Release of Claims

Posted by Steven Ayr

Party waives, releases, and holds Party 2 (plus its agents and assigns) harmless from any and all liability or every type except liability arising out of Party 2’s gross negligence or willful misconduct. In any event, to the maximum extent permitted by law, Party 2 will not be liable for any direct, special, incidental, indirect, punitive, consequential or other damages arising out of this Agreement. Any damages will be limited to actual damages based on reasonable reliance. . . .

General—Indemnity

Posted by Steven Ayr

Party agrees to fully defend, indemnify, and hold Party 2 (or its agents, successors, or assigns) harmless, including payment of all costs of defense, any judgment, fines or penalties, and any attorney’s fees or other costs imposed by a court, agency, or under a settlement agreement, against liability of any kind arising out of the performance of this Agreement. . . .

General Boilerplate—Merger

Posted by Steven Ayr

This Agreement constitutes the entire agreement between the Parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement. . . .

General Boilerplate—Notice

Posted by Steven Ayr

Any notice, demand or request required or permitted to be given under this Agreement must be in writing and given by personal delivery, by nationally recognized express courier or by electronic means of communication addressed to the party to be notified at such party's address set forth on the signature page to this Agreement as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records. . . .

General Boilerplate—Contruction

Posted by Steven Ayr

This Agreement is the result of negotiations between and has been reviewed by each of the Parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the Parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. . . .

General—Independent Contractor

Posted by Steven Ayr

The Party understands and agrees that it is acting as an independent contractor in the performance of this Agreement, and nothing herein will be deemed to create an employment relationship or an agency relationship between the Party or any employee of the Party and the Party 2. The Agreement will not be construed to form a partnership, limited partnership, general partnership, joint venture, agency, employer/employee, or like relationship of any kind. Neither the Party 2 nor the Party will have any power to obligate or bind the other. The Party 2 will have no obligation whatsoever to compensate the Party on account of any damages or injuries that the Party may sustain as a result of or in the course of the Agreement, except for any damages or injuries sustained by the Party that result from any negligence by the Party 2. The Party 2 has formed as a corporate entity and acquired insurance for the purpose of limiting its own liability, and it is strongly recommended that the Party do the . . .

General—Arbitration - No Class Action

Posted by Steven Ayr

All disputes arising under the Agreement must be submitted to binding arbitration in the Commonwealth of Massachusetts before an arbitrator appointed by the American Arbitration Association in a proceeding pursuant to that organization’s rules and in accord with its code of ethics. The judgment of the arbitrator will be final and not subject to appeal or review by any judicial or administrative process, and may not be vacated. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. The Parties agree that each may bring claims against the other only in their individual capacity and not as a plaintiff or class member in any purported class or representative proceeding, and that the arbitrator may not consolidate proceedings of more than one person or entity’s claims. In the event of arbitration, the arbitrator will apportion liability for the cost of the arbitrator, other costs, and a reasonable attorney’s fee, in accord with the rules of the American . . .

General Boilerplate—Modification

Posted by Steven Ayr

This Agreement may only be modified by a writing signed by both of the Parties. . . .

General Boilerplate—Waiver

Posted by Steven Ayr

Any waiver of compliance with the terms of this Agreement must be in writing, and waiver in one instance will not be deemed a waiver in any future instance. . . .