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accordance with the laws of the State of Indiana without giving effect to conflict of <br />law's provisions. The parties specifically disclaim the United States Convention on <br />Contracts for the International Sale of Goods. <br />f Publicity. NEC agrees not to publish or use any advertising, sales promotion, press <br />release, or publicity documents regarding this Agreement without Subscriber's <br />prior written approval. Any approval required under this Section shall not be <br />unreasonably withheld or delayed. Subscriber agrees to provide NEC with the <br />Subscriber's authorized corporate logo, for use on the NEC website. Within the <br />first year of this Agreement, Subscriber further agrees to provide one "testimonial" <br />quote, from the Subscriber employee of their choosing. <br />g. Binding Upon Successors. -This Agreement shall be binding upon and inure to the <br />benefit of the parties hereto and their respective permitted successors and assigns. <br />Subscriber may assign its rights and/or obligations hereunder; (a) to any subsidiary, <br />parent company or affiliate; (b) pursuant to any financing, merger or reorganization, <br />or (c) pursuant to any sale or transfer of substantially all of the assets of the <br />Subscriber. Otherwise, neither party may assign its rights and/or obligations under <br />this Agreement without the prior written consent of the other party. Nothing in this <br />Agreement, express or implied, is intended to confer upon any person or entity other <br />than the parties hereto and their respective permitted successors and assigns, any <br />rights, benefits or obligations hereunder. <br />h. Authority. Subscriber and NEC represent and warrant that (a) all necessary <br />approvals and authority to enter into this Agreement and bind the Parties have been <br />obtained, (b) the person executing this Agreement on behalf of each party has <br />express authority to do so and, in so doing, to bind Subscriber or Contractor hereto, <br />(c) each party the right to make the disclosures of Confidential Information under <br />this Agreement and (d) the execution of this Agreement by Subscriber or Contractor <br />does not violate any provision of any by-law, charter, regulation or any other <br />governing authority of such party. <br />Independent Contractor. In providing Software and services pursuant to this <br />Agreement, NEC is acting solely as an independent contractor and not as an agent <br />of any other party. Persons furnished by NEC shall be regarded solely as NEC's <br />employees, and shall be under its sole and exclusive direction and control. They <br />shall not be considered employees of Subscriber for any purpose. Neither party <br />undertakes by this Agreement to perform or discharge any liability or obligation of <br />the other party, whether regulatory or contractual in nature, or to assume any <br />responsibility for the conduct of the business or operations of the other party. <br />Nothing contained in this Agreement is intended to give rise to a partnership or <br />joint venture between the parties or to impose upon the parties any of the duties or <br />responsibilities of partners or joint ventures. <br />vi1222017 <br />