ANY AMOUNT OTHER THAN ACCRUED
CHARGES.
B.
INDEPENDENT CONTRACTORS.
THE PARTIES SHALL BE AND ACT AS
INDEPENDENT
CONTRACTORS, AND UNDER NO CIRCUMSTANCES SHALL THIS AGREEMENT BE
CONSTRUED AS ONE OF AGENCY, PARTNERSHIP, JOINT VENTURE OR EMPLOYMENT BETWEEN THE
PARTIES.
EACH PARTY AGREES AND ACKNOWLEDGES THAT IT NEITHER HAS NOR WILL GIVE
THE APPEARANCE OR IMPRESSION OF HAVING ANY LEGAL AUTHORITY TO BIND OR COMMIT THE
OTHER PARTY IN ANY WAY.
C.
FAILURE TO OBJECT NOT A WAIVER.
THE FAILURE OF EITHER PARTY TO
OBJECT TO OR TO TAKE AFFIRMATIVE ACTION WITH RESPECT TO ANY CONDUCT OF THE OTHER
PARTY WHICH IS IN VIOLATION OF THE TERMS HEREOF SHALL NOT BE CONSTRUED AS A
WAIVER THEREOF, NOR OF ANY FUTURE BREACH OR SUBSEQUENT WRONGFUL CONDUCT.
D.
GOVERNING LAW.
THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF [DOMICILE OF CUSTOMER] OF THE
UNITED STATES OF AMERICA, WHICH IS APPLICABLE TO CONTRACTS WHOLLY MADE AND
PERFORMED THEREIN.
PROVIDER HEREBY SUBMITS TO THE JURISDICTION OF ALL COURTS
WHERE CUSTOMER IS AUTHORIZED TO DO BUSINESS AND ALL COURTS OF THE UNITED
STATES.
ANY ACTION IN REGARD TO THE CONTRACT OR ARISING OUT OF ITS TERMS AND
CONDITIONS SHALL BE INSTITUTED AND LITIGATED IN THE UNITED STATES.
24
E.
NO THIRD-PARTY BENEFICIARIES.
EXCEPT AS PROVIDED IN SECTION 12
WITH RESPECT TO INDEMNIFIED PARTIES, THIS AGREEMENT IS FOR THE SOLE BENEFIT OF
THE PARTIES TO THIS AGREEMENT AND MEMBERS OF THEIR RESPECTIVE GROUP AND THEIR
PERMITTED SUCCESSORS AND ASSIGNS AND NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, IS INTENDED TO OR SHALL CONFER UPON ANY OTHER PERSON OR ENTITY ANY
LEGAL OR EQUITABLE RIGHT, BENEFIT OR REMEDY OF ANY NATURE WHATSOEVER UNDER OR BY
REASON OF THIS AGREEMENT.
F.
PUBLIC ANNOUNCEMENTS.
THE PARTIES SHALL CONSULT WITH EACH OTHER
BEFORE ISSUING, AND GIVE EACH OTHER THE OPPORTUNITY TO REVIEW AND COMMENT UPON,
ANY PRESS RELEASE OR OTHER PUBLIC STATEMENTS WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE PSAS, AND SHALL NOT ISSUE ANY SUCH PRESS
RELEASE OR MAKE ANY SUCH PUBLIC STATEMENT PRIOR TO SUCH CONSULTATION, EXCEPT AS
MAY BE REQUIRED BY APPLICABLE LAW, COURT PROCESS OR BY OBLIGATIONS PURSUANT TO
ANY LISTING AGREEMENT WITH ANY NATIONAL SECURITIES EXCHANGE OR NATIONAL
SECURITIES QUOTATION SYSTEM.
G.
ENTIRE AGREEMENT.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT, THIS AGREEMENT (INCLUDING THE PSAS AND THE ATTACHMENTS HERETO AND
THERETO) CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERTAKINGS, BOTH WRITTEN AND ORAL, BETWEEN OR ON BEHALF OF THE PARTIES HERETO
WITH RESPECT TO SUCH SUBJECT MATTER, PROVIDED, THAT, UNLESS OTHERWISE EXPRESSLY
AGREED BY THE PARTIES, MATTERS ARISING PRIOR TO THE EXECUTION DATE SHALL BE
GOVERNED BY THE PROVISIONS OF THE MASTER OUTSOURCING AGREEMENT (INCLUDING THE
PSAS AND ATTACHMENTS THERETO) AS IN EFFECT PRIOR TO SUCH DATE.
H.
AMENDMENT.
NO PROVISION OF THIS AGREEMENT OR ANY PSA MAY BE
AMENDED OR MODIFIED EXCEPT BY