OR TERM.
78
13.7
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT SHOULD BE HELD
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION, THE PARTIES SHALL
NEGOTIATE IN GOOD FAITH A VALID, LEGAL AND ENFORCEABLE SUBSTITUTE PROVISION THAT
MOST NEARLY REFLECTS THE ORIGINAL INTENT OF THE PARTIES AND ALL OTHER PROVISIONS
OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT IN SUCH JURISDICTION AND
SHALL BE LIBERALLY CONSTRUED IN ORDER TO CARRY OUT THE INTENTIONS OF THE PARTIES
HERETO AS NEARLY AS MAY BE POSSIBLE.
SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY, LEGALITY OR ENFORCEABILITY OF
SUCH PROVISION IN ANY OTHER JURISDICTION.
13.8
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE EXHIBITS ATTACHED
HERETO) CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO ITS
SUBJECT MATTER, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS,
REPRESENTATIONS OR UNDERSTANDINGS, EITHER WRITTEN OR ORAL, BETWEEN THE PARTIES
WITH RESPECT TO SUCH SUBJECT MATTER.
THERE ARE NO COVENANTS, PROMISES,
AGREEMENTS, WARRANTIES, REPRESENTATIONS, CONDITIONS OR UNDERSTANDINGS, EITHER
ORAL OR WRITTEN, BETWEEN THE PARTIES OTHER THAN AS SET FORTH HEREIN AND THEREIN.
13.9
MODIFICATION.
NO MODIFICATION, AMENDMENT OR ADDITION TO THIS
AGREEMENT, OR ANY PROVISION HEREOF, SHALL BE EFFECTIVE UNLESS REDUCED TO WRITING
AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF EACH PARTY.
NO PROVISION OF
THIS AGREEMENT SHALL BE VARIED, CONTRADICTED OR EXPLAINED BY ANY ORAL AGREEMENT,
COURSE OF DEALING OR PERFORMANCE OR ANY OTHER MATTER NOT SET FORTH IN AN
AGREEMENT IN WRITING AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF EACH
PARTY.
13.10
INDEPENDENT CONTRACTORS.
NOTHING CONTAINED IN THIS AGREEMENT IS
INTENDED, OR SHALL BE DEEMED OR CONSTRUED TO CREATE ANY RELATIONSHIP OF EMPLOYER
AND EMPLOYEE, AGENT AND PRINCIPAL, PARTNERSHIP OR JOINT VENTURE BETWEEN THE
PARTIES.
EACH PARTY IS AN INDEPENDENT CONTRACTOR.
NEITHER PARTY SHALL ASSUME,
EITHER DIRECTLY OR INDIRECTLY, ANY LIABILITY OF OR FOR THE OTHER PARTY.
NEITHER
PARTY SHALL HAVE ANY EXPRESS OR IMPLIED RIGHT OR AUTHORITY TO ASSUME OR CREATE
ANY OBLIGATIONS ON BEHALF OF, OR IN THE NAME OF, THE OTHER PARTY, NOR TO BIND
THE OTHER PARTY TO ANY CONTRACT, AGREEMENT OR UNDERTAKING WITH ANY THIRD PARTY.
79
[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
13.11
INTERPRETATION.
THE CAPTIONS TO THE SEVERAL ARTICLES AND SECTIONS
OF THIS AGREEMENT ARE INCLUDED ONLY FOR CONVENIENCE OF REFERENCE AND SHALL NOT
IN ANY WAY AFFECT THE CONSTRUCTION OF, OR BE TAKEN INTO CONSIDERATION IN
INTERPRETING, THIS AGREEMENT.
IN THIS AGREEMENT:
(A) THE WORD "INCLUDING"
SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION" OR LIKE
EXPRESSION; (B) REFERENCES TO THE SINGULAR SHALL INCLUDE THE PLURAL AND VICE
VERSA; (C) REFERENCES TO MASCULINE, FEMININE AND NEUTER PRONOUNS AND EXPRESSIONS
SHALL BE INTERCHANGEABLE; AND (D) THE WORDS "HEREIN" OR "HEREUNDER" RELATE TO
THIS AGREEMENT.
EACH ACCOUNTING TERM USED HEREIN THAT IS NOT SPECIFICALLY
DEFINED HEREIN SHALL HAVE THE