Subscription Agreement - Shotcaller Global, Inc. - Gun OPS Software License Renewal

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are appropriate to its size and complexity, the nature and scope of its activities, and the sensitivity of any customer information at issue. 10.3 Employee Solicitation. CUSTOMER acknowledges that COMPANY's business is dependent upon being able to adequately staff projects with qualified persons and adequately utilize its employees and independent contractors. CUSTOMER will not, directly or indirectly, for itself, or on behalf of any other person, firm, corporation or other entity, whether as principal, agent, employee, stockholder, partner, member, officer, director, sole proprietor, or otherwise, solicit, participate in or promote the solicitation of COMPANY or COMPANY's Affiliates' employees or independent contractors to leave the employ or service of COMPANY or COMPANY's Affiliates or hire an employee or independent contractor of COMPANY or COMPANY's Affiliates, during the period such employee or independent contractor is working for COMPANY and for one (1) year immediately following the period for which such employee or independent contractor last performed services for COMPANY. 10.4 Assignment. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by CUSTOMER, in whole or in part, whether voluntarily or by operation of law, except that CUSTOMER may assign this Agreement in connection with a sale of its assets, merger or consolidation or other transaction commonly known as a business combination provided that CUSTOMER will remain responsible for the performance of its obligations under this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns. Notwithstanding anything to the contrary, COMPANY will have the right to (i) subcontract any of its obligations hereunder to third parties, provided that COMPANY will remain primarily responsible for the performance of any such obligations, and/or (ii) assign or otherwise transfer, in whole or in part, whether voluntarily or by operation of law, this Agreement in connection with a sale of its assets, merger or consolidation or other transaction commonly known as a business combination. 10.5 Governing Law and Enforcement of Agreement. This Agreement will be governed in accordance with the laws of the State of Indiana, without reference to conflict of laws principles. The Parties consent and submit exclusively to the jurisdiction and service of process of the courts of the State of California or the courts of the United States located in St. JosephCounty, California. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. To the extent permissible by law, the Uniform Computer Information Transaction Act will not apply to this Agreement. In the event either Party brings an action to enforce this Agreement (including any attachments or Schedules), the prevailing Party will be entitled to recover from the losing Party all reasonable attorneys' fees and costs associated with the enforcement proceeding, including fees and costs incurred in any appellate proceeding. 10.6 Independent Contractors. The relationship of COMPANY and CUSTOMER established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed or implied to give either Party the power to direct or control the day-to-day activities of the other or constitute the Parties as partners, joint venturers, co -owners or otherwise as participants in a joint or common undertaking. 10.7 PubPub` licity. The Parties agree that any press release, public announcement, confirmation or other information regarding this Agreement or the transactions contemplated hereby will be made only after each Party has approved in writing the time, form and content of any such information to be disseminated to third parties or the public. CUSTOMER acknowledges that COMPANY may desire to use CUSTOMER's name in customer listings, on its web site, in a customer profile, and in future press releases, product brochures and financial reports indicating that CUSTOMER is a customer of COMPANY; and, CUSTOMER agrees that COMPANY may use its name in such a manner and in accordance with COMPANY's then current marketing policies and programs. Nothing in this Section will impair the right of either Party to disclose SUBSCRIPTION AGREEMENT FOR;