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Birkton®
<br />IDentifying Customers-
<br />processes, systems, machines, compositions of matter (or improvements thereof), computer programs,
<br />know -how, discoveries, techniques, drawings, specifications, reports, software and other patentable
<br />inventions used to provide the Services are the sole and exclusive property of Buxton.
<br />6. Independent Contractor. Buxton is an independent contractor in the performance of its duties
<br />under this Agreement. Accordingly, Buxton shall be responsible for payment of all taxes arising out of Buxton's activities
<br />in accordance with this Agreement, including but not limited to federal and state income tax, Social Security tax,
<br />Unemployment Insurance taxes, and any other taxes or business license fees as required. Nothing contained in this
<br />Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties, nor does it
<br />grant either party any authority to assume or create any obligation on behalf of or in the name of the other.
<br />7. Representations and Warranties of Buxton. Buxton hereby represents and warrants to Client as follows:
<br />a. No Conflict with Other Documents. Neither the execution, delivery, nor performance of
<br />this Agreement will result in any violation, termination or modification of, or be in conflict with, Buxton's Articles of
<br />Incorporation or by -laws, any terms of any contract or other instrument to which Buxton is a party or by which Buxton is
<br />bound, or any license, permit, judgment, decree or order applicable to Buxton.
<br />b. Authority. The execution, delivery and performance of this Agreement by
<br />Buxton has been duly authorized by all requisite corporate approvals, and this Agreement is a valid
<br />and legally binding obligation of Buxton, enforceable in accordance with its terms, except as may be
<br />limited by bankruptcy, insolvency, moratorium or other law affecting the enforcement of creditors'
<br />rights generally, and except as specific enforcement and other equitable remedies may be subject to
<br />the discretion of a court.
<br />C. Standard of Performance. Buxton will perform its services in a timely,
<br />competent and professional manner consistent with the customs and practices of its industry. Buxton
<br />shall not be in breach of this Agreement and shall have no liability to Client hereunder to the extent
<br />that Buxton's failure to perform under this Agreement arises from, or is attributable to, information
<br />provided to Buxton by Client that is delayed, incorrect or incomplete. Client acknowledges that third
<br />party applications are involved in the services that Buxton is to provide pursuant to this Agreement.
<br />Client acknowledges that Buxton cannot customize, design, modify or otherwise alter third party
<br />applications.
<br />d. Data Security /Confidentiality. With respect to any and all information
<br />disclosed by Client to Buxton including, but not limited to, any of Client's customer data or
<br />information (collectively, "Client Information "), Buxton shall: (i) assure and guarantee strict
<br />confidentiality and security of all Client Information, (ii) not use or disclose any Client Information
<br />for any purpose other than the purpose for which Buxton received such Client Information under this
<br />Agreement or any CommunityID Proposal and (iii) disclose Client Information
<br />2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 213uxton
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