• Client Definition Form - Clean Green Biz shall provide client with information concerning (i) featured products; (ii) general products or services.
  
  
• Client Acknowledgments - Client acknowledges that the processes used by Clean Green Biz in connection with this Agreement are proprietary and confidential, and that some processes may take longer depending on the work order.
  
  
• Client Changes - In the event Client changes or modifies its website in such a manner that requires code changes to be made to the Structured Pages, Client agrees to notify and to allow Clean Green Biz reasonable time to make proper changes if necessary
  
  
• Start Date - Clean Green Biz shall commence service under this Statement of Work immediately upon its receipt from the Client and required payment has been processed.

• Performance - Clean Green Biz shall perform and deliver services as stated above during the term of this Statement of Work.

• Ownership of Clean Green Biz Intellectual Property - Except to the extent provided in this Agreement, nothing shall be construed as an assignment or grant to Client of any right, title, or interest in or to any trademark, service mark, trade name, copyright, patent, trade secret, or other intellectual property owned by Clean Green Biz Client shall not adopt any imitations of or confusingly similar substitutes for the Intellectual Property including the use of Titles, Meta Tags or other coding created by Clean Green Biz for Websites other than those specifically agreed to within this contract. Client shall not, during the term of this Agreement or any time thereafter, attack, dispute, or contest, directly or indirectly, Clean Green Biz exclusive rights, title, and interest in or to the Intellectual Property or the validity of Clean Green Biz registrations thereon, nor shall Client assist or knowingly aid others to do so. Client shall cooperate with Clean Green Biz in preventing infringement of the Intellectual Property and aid in all reasonable respects to protect its rights in and to the Clean Green Biz Intellectual Property.

• Limitation of Liability - In the event that Clean Green Biz fails to successfully provide the services pursuant to this Agreement or any Statement of Work hereunder, or in the event of any other failure, technical or otherwise, of Clean Green Biz services pursuant to this Agreement, then the sole liability of Clean Green Biz to Client shall be limited to, at Clean Green Biz sole discretion, (a) a pro rata refund of service fees representing undelivered services, or (b) extension of the term of this Agreement as appropriate. IN NO EVENT SHALL Clean Green Biz will BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR LOST PROFITS ARISING FROM ANY FAILURE OF ITS SERVICES IN ACCORDANCE WITH THIS AGREEMENT. Without limiting the foregoing, Clean Green Biz shall have no liability for any failure or delay resulting from any power failure, telecom, or other Internet outage or interruption, governmental action, fire, flood, insurrection, earthquake, riot, explosion, embargo, strikes (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, or any other condition beyond the control of Clean Green Biz affecting production or delivery in any manner.

• Mutual Indemnification - Both Parties shall indemnify, defend, and hold each other, its officers, directors, stockholders, employees, agents, and representatives harmless for, from, and against any third party claims, losses, costs, damages, expenses, or liabilities to third parties, including, without limitation, any governmental agencies (including, without limitation, reasonable attorneys' fees) arising out of or resulting from (a) the performance or nonperformance by Clean Green Biz of any obligation or agreement of Clean Green Biz under this Agreement; (b) any misrepresentations made by either party to this agreement; (c) any misrepresentation made in this Agreement; (d) the performance of its duties hereunder; or (e) with respect to any products or other liability claims made by third parties regarding any products or services ordered or delivered through, or any information posted by Client or on Client's websites, whether intentional or unintentional. Notwithstanding anything contained herein to the contrary, this indemnification shall survive the termination of this Agreement.

• Controlling Law - This Agreement, all Statements of Work hereunder, and all questions relating to their validity, interpretation, performance and enforcement, shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Arizona, notwithstanding any Arizona or other conflict-of-law provisions to the contrary.
  
  
• Severability - If any provision of this Agreement is found to be illegal or unenforceable, then, notwithstanding such finding, this Agreement shall remain in full force and effect and such provision shall be deemed stricken or modified to the minimum extent necessary to make it enforceable; provided, however, that the intent of the parties when entering into this Agreement is maintained.
  
  
• Force Majeure - If either party is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, computer virus, war, accident, or other acts of God, then upon written notice to the other party, the requirements of this Agreement, or the affected provisions hereof to the extent affected, shall be suspended during the period of such disability. During such period, the party not prevented from complying may seek to have its needs (which would otherwise be met hereunder) met by the other without liability hereunder. The party prevented from complying shall make all reasonable efforts to remove such disability within thirty (30) days of giving such notice.
  
  
• Number of Days - In computing the number of days for purposes of this Agreement or any Statement of Work hereunder, all days shall be counted, including Saturdays, Sundays, and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday, or holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday, or holiday.

• Pricing - Client shall pay Clean Green Biz the amount selected by the Client on the attached receipt/authorization form for services rendered pursuant to the Proposal and Statement of Work. The amount shall be payable immediately upon execution of this Statement of Work.
  
  
• Payment Obligation - Acceptance of this contract obligates the Client for payment of any and all outstanding balances due by the undersigned Client. The Client further understands and acknowledges the total obligation applies to all terms extended to the client, and further acknowledges that Clean Green Biz has no obligation to perform the contracted services for any Client in default or withholding scheduled payment.
  
  
• Collection Efforts - Acceptance of this contract obligates the Client for the repayment of any and all Collection Fees that Clean Green Biz may incur in the process of collecting on any outstanding Client debt, balance, returned check, fees paid by Clean Green Biz on behalf of the Client or any other outstanding fee for which the Client contracted with Clean Green Biz
  
  
• Refund - Client is eligible for a full refund of the initial setup fee for 60 days from the purchase date. Request must be in writing in the form of an email to this address: refunds@cleangreenbiz.com.
  
  
• Cancelation – Client must give a 5 day notice of cancelation of recurring monthly fees. Client must email refunds@cleangreenbiz.com to request cancelation

• Discounts - The discount on any purchased marketing plan, in the amount of the initial set-up fee, is only available during the first Marketing Coaching Call, and does not apply to the Digital Ad Package marketing toolkit.
  

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EARNINGS DISCLAIMER
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EVERY EFFORT HAS BEEN MADE TO ACCURATELY REPRESENT THIS PRODUCT AND ITS POTENTIAL. THERE IS NO GUARANTEE THAT YOU WILL EARN ANY MONEY USING THE TECHNIQUES AND IDEAS OR SOFTWARE PROVIDED WITH THIS WEBSITE. EXAMPLES IN THIS PAGE ARE NOT TO BE INTERPRETED AS A PROMISE OR GUARANTEE OF EARNINGS. EARNING POTENTIAL IS ENTIRELY DEPENDENT ON THE PERSON USING THE INFORMATION INCLUDED TO THIS PAGE, THE IDEAS AND THE TECHNIQUES. WE DO NOT PURPORT THIS AS A GET RICH SCHEME. YOUR LEVEL OF SUCCESS IN ATTAINING THE RESULTS CLAIMED IN THIS PAGE DEPENDS ON THE TIME YOU DEVOTE TO THE IDEAS AND TECHNIQUES MENTIONED, YOUR FINANCES, KNOWLEDGE AND VARIOUS SKILLS. SINCE THESE FACTORS DIFFER ACCORDING TO INDIVIDUALS, WE CANNOT GUARANTEE YOUR SUCCESS OR INCOME LEVEL. NOR ARE WE RESPONSIBLE FOR ANY OF YOUR ACTIONS. MATERIALS IN THIS PAGE MAY CONTAIN INFORMATION THAT INCLUDES FORWARD-LOOKING STATEMENTS THAT GIVE OUR EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. YOU CAN IDENTIFY THESE STATEMENTS BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS. THEY USE WORDS SUCH AS ANTICIPATE, ESTIMATE, EXPECT, PROJECT, INTEND, PLAN, BELIEVE, AND OTHER WORDS AND TERMS OF SIMILAR MEANING IN CONNECTION WITH A DESCRIPTION OF POTENTIAL EARNINGS OR FINANCIAL PERFORMANCE. ANY AND ALL FORWARD LOOKING STATEMENTS HERE OR ON ANY OF OUR SALES MATERIAL ARE INTENDED TO EXPRESS OUR OPINION OF EARNINGS POTENTIAL. MANY FACTORS WILL BE IMPORTANT IN DETERMINING YOUR ACTUAL RESULTS AND NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE RESULTS SIMILAR TO OURS OR ANYBODY ELSE'S, IN FACT NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE ANY RESULTS FROM OUR IDEAS AND TECHNIQUES IN OUR MATERIAL.

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AFFILIATE AGREEMENT
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WHEREAS, the Company is the installer, distributor, and marketer of certain solar electric systems, solar water heating systems, energy conservation products, and certain other products (the "Clean Green Products");

 
WHEREAS, the Company desires to sell Clean Green Products to customers through
nonexclusive independent Sales Affiliates (the "Affiliates") who, as independent contractors, will maintain the Company's high standards and the integrity of Clean Green Products, promote the good name of the Company and the Clean Green Products, and abide by all applicable laws and regulations and the highest ethical standards in soliciting sales of Clean Green Products; and

WHEREAS, the Company desires to appoint the Affiliate to work with a designated
Clean Green Sales Associate, upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereby agree as follows:

 
 1. Appointment and Acceptance.

The Company hereby appoints the Affiliate as a nonexclusive independent Affiliate authorized to solicit orders for Authorized Products (as defined in Section 6) of the Company, and the Affiliate hereby accepts such appointment by the Company, upon the terms and conditions set forth below.

 

2. Non exclusive Territory.

Subject to the terms of this Agreement, the Affiliate is authorized on a nonexclusive basis to solicit orders for Authorized Products from customers anywhere in the United States of America.

 
3. Duties of Affiliate.

The Affiliate shall decide in his or her sole discretion the amount of time he or she will devote to serving as a Affiliate for the Company, and shall not be required to devote any specified or minimum amount of time to his or her duties provided that in soliciting orders from customers for Authorized Products, the Affiliate shall be required at all times to comply with the terms and conditions of this Agreement and all applicable policies and procedures established by the Company.

 

4. Company Policies and Procedures.

4.1. The Company has established certain policies and certain procedures that it requires
Affiliates to follow in order: (i) to comply with applicable federal and state laws and regulations; (ii) to adhere to the highest ethical standards in soliciting purchases of Authorized Products; (iii) to protect and promote the good name of the Company and the Authorized Products; and (iv) to facilitate the solicitation of customer orders and sales of Authorized Products. The Affiliate understands that the Company's policies and procedures have been and will in the future be explained to the Affiliate by the Company's representatives in various introductory and follow-up sessions, clinics and meetings, as well as in various materials provided by the Company. Accordingly, the Affiliate agrees that said policies and procedures may be revised, supplemented or deleted by the Company from time to time.

4.2. In addition to the policies and procedures described in Section 4.1, the Associate shall also comply with any and all other reasonable written or oral instructions from the Company relating to the performance of his or her duties as a nonexclusive independent Affiliate under this Agreement. Such instructions may be given to the Associate by the Company or on behalf of the Company by the Manager or Assistant Manager of the Branch Office, or by any other employee or agent of the Company authorized to give such instructions, in accordance with Section 15.1. The parties understand and agree that the giving of any such instructions by or on behalf of the Company shall not be construed to make the Affiliate an employee of the Company, and that the
Company requires compliance with its policies, procedures and instructions for purposes of complying with applicable laws and regulations, ensuring compliance with the Company's customer solicitation policies, and protecting and promoting the good name of the Company and the Authorized Products.

 
5. Customer Orders.

5.1. General. In soliciting and recording orders from customers for Authorized Products, the Affiliate shall act solely as an order-taker, and shall have no authority to accept customer orders on behalf of the Company or to bind the Company to the sale of any Authorized Products to any customer. No customer order shall be accepted by or be binding upon the Company unless and until accepted in writing by the Company, in its sole discretion, at its Corporate or Branch Office, or at such other office as the Company may designate from time to time. Subject to Section 2, the Affiliates shall make their services available to the general public.

5.2. Solicitation of Orders. In soliciting orders for Authorized Products, the Associate shall fully comply with the Company's policies and procedures and, among other things, shall:

 (a) provide each customer with a copy of any and all information booklets, brochures, price lists, warranty certificates, or other materials which the Company may, from time to time, require to be given to customers.

 (b) provide complete and accurate information to customers concerning the use, performance and specifications of the Authorized Products and the terms of the Company's full and limited warranties, and shall make no representations or warranties concerning the Authorized Products other than the representations and warranties specifically authorized by the Company.

5.3. Customer Information. The Affiliate shall maintain and make available to the Company through the Company’s CRM system records showing the name, address, and phone numbers of each customer solicited by the Affiliate who purchased an Authorized Product from the Company, the date of sale, and a description of the Authorized Product(s) purchased by the customer, and (ii) the names and addresses of all leads and referrals received from a customer pursuant to the Company's lead and referral program.

 

6. Authorized Products; Prices.

As used in this Agreement, the term "Authorized Products" shall refer to solar energy and energy conservation equipment and certain other products listed on the Company's retail price list then in effect, as such list may be revised, supplemented, or deleted from time to time by the Company in its sole discretion. The Company also reserves the right to change its retail prices for the Authorized Products at any time and from time to time.

 
7. Commissions

7.1. Amount of Commissions. As full compensation for the performance by the Affiliate of his or her duties under this Agreement, the Company shall pay to the Affiliate a commission (the "Commission") for each Authorized Product in a customer order solicited by the Affiliate, provided that such customer order (i) is accepted by the Company, in its sole discretion, as provided in Section 5.5 and (ii) results in a sale and installation of the Authorized Product which is not cancelled pursuant to any federal, state, or local law (For purposes of this Agreement, the term "installation" shall mean receiving a Certificate of Completion signed by the customer). The amount of the Commission that is payable to the Affiliate upon the sale of any Authorized Product shall be determined in accordance with the Company's policies and procedures governing Commissions then in effect. Notwithstanding the foregoing: (i) the Affiliate shall promptly return to the Company the full amount (or any lesser portion thereof which may be authorized by the Company's policies and procedures) of any Commission paid to the Affiliate on a customer order solicited by the Affiliate if financing is not obtained or if the Company has to buy back the contract from the financing source for any reason; (ii) in the event that the Affiliate terminates his or her appointment hereunder or this Agreement is cancelled by the Company by virtue of a breach of any term or condition hereof by the Affiliate, the Affiliate shall forfeit, and shall lose any entitlement to, any unpaid Commissions on the sale of any Authorized Products requested in a customer order solicited by the Affiliate.

7.2. Payment of Commissions. Any Commission payable to the Affiliate in accordance with Section 7.1 shall be paid in the manner, and at the time or times, provided by Company's policies and procedures then in effect, unless otherwise agreed in writing by the Affiliate and the Company.

7.3 Indemnity; Offsets Against Commissions. The Affiliate shall indemnify the Company for, and the Company shall have the right to offset and deduct from any Commissions otherwise payable to the Affiliate in accordance with this Section 1, the total of any amounts which the Affiliate may then owe to the Company, including, but not limited to Commission received on accounts that subsequently become delinquent and any payments collected from customers by the Affiliate and not delivered to the Company as required by Section 5.4.

7.4. Limitation of Compensation. The Affiliate understands and agrees that he or she is not an employee of the Company, and that the Company is not obligated, nor has it agreed, to provide any benefits to the Affiliate, and that the Affiliate is not entitled to any compensation in connection with this Agreement except for the Commissions provided for in this Section 7.

 

8. Sales Materials and Forms; Publication Costs; Promotional Merchandise.

8.1. Sales Materials and Forms. The Company shall make available to the Affiliate at the
Branch Office in reasonable quantities, current copies of its Contract Form, Full and/or Limited Warranties, instruction books, sales and information brochures, and any other sales materials or forms required by the Company to be used by Affiliates in soliciting and recording customer orders.

8.2. Publication Costs. In order to help defray the costs of publishing the materials and forms referred to in Section 8.1, the Affiliate shall pay to the Company a fee of Twenty-Five Dollars ($25.00) per month or such additional amounts as the Company may determine to be deducted from the first Commission check received each month.

8.3. Promotional Merchandise. The Company may, in its sole discretion, make available for purchase by Affiliates goods and merchandise which Affiliates may use as promotional gifts or premiums in accordance with the Company's policies and procedures for the purpose of soliciting customer orders.

 
9. Daily Meetings; Sales Clinics; Incentive Programs.

 The Company currently plans to offer at a scheduled time on a business day, a meeting at the Branch Office for the purpose of providing Affiliates with current sales ideas, materials and forms, advice on soliciting customers, information about the Company's policies and procedures, and answers to any questions that may arise. The Company also currently plans to conduct periodic sales clinics for Affiliates in developing their customer solicitation skills, and providing information about the Company's policies and procedures. The Affiliate is invited to attend and participate in any or all of these daily meetings or sales clinics, and is encouraged to do so if he or she wishes, although the Company does not require attendance at such meetings or clinics. At such meetings or clinics, the Company may distribute information to Affiliates regarding any sales incentive or bonus programs or contests that the Company may conduct from time to time. Such sales incentive or bonus programs may be described to Affiliates only at such meetings or clinics, and participation in such programs may be limited to those Affiliates who have attended the meetings or clinics at which the details of such programs or contests have been described.

 
10. Expenses; Taxes and Fees; Losses.

10.1. Expenses. In addition to the fee for publication costs, the Affiliate shall bear all costs and expenses incurred by him or her in soliciting orders from customers, including, but not limited to transportation and insurance costs.

10.2. Taxes and Fees. The Affiliate will not be treated as an employee for Federal tax purposes with respect to the services performed pursuant to this Agreement. The Affiliate is responsible for the filing of all necessary income tax returns to reflect all self-employment income as required under the federal and state laws, and it is the Associate's responsibility to report and pay these and all other taxes that such laws require. In addition, the Affiliate shall be responsible for paying any governmental or private license or other fees that must be obtained by the Affiliate in order to solicit customers in a particular area.

10.3. No Guarantee of Profitability; Losses. The Affiliate understands and acknowledges that the Company does not guarantee in any way the profitability of the Affiliate's efforts to solicit purchases of Authorized Products, and that the Company has made no representations or assurances that the Affiliate will be able to earn a profit on his or her activities hereunder. The Company shall not assume or be obligated in any way to reimburse the Affiliate for any such losses.

 

 

11. Representations. Warranties and Covenants of the Affiliate.

 
The Affiliate hereby represents, warrants, and covenants to the Company as follows:

11.1. Compliance With Applicable Laws and Regulations. In carrying out his or her duties hereunder, the Affiliate shall at all times comply with all applicable federal, state and local laws and regulations and shall, at his or her expense, secure and maintain in full force and effect any governmental or private licenses or permits that may be necessary in a particular area in order for the Affiliate to be able to solicit customers for purchases of Authorized Products.

11.2. No False, Misleading or Unauthorized Statements. The Affiliate shall not make any false, misleading or unauthorized statements or representations concerning the Company, the Authorized Products, the warranties applicable to any Authorized Products, the terms of credit provided to any customer, the relationship between the Company and the Affiliate or any other matter, to any customer, prospective customer or other person.

11.3. Full/Limited Warranties Concerning Authorized Products. The Affiliate recognizes that the only warranties applicable to the Authorized Products are those specifically set forth in the Full/Limited Warranties issued by the Company, as such Warranties may be revised, supplemented, or deleted by the Company from time to time. In soliciting and recording customer orders, the Affiliate shall not make any other warranties or representations to customers concerning the use, purposes, performance, design, manufacture, repair or service of the Authorized Products.

11.4. Identification of Affiliate. The Affiliate shall identify himself or herself to prospective customers, customers, and other persons as an independent Affiliate authorized to solicit orders for Authorized Products of the Company, and shall not hold himself or herself out as an employee of the Company or represent that he or she has authority to accept customer orders or otherwise bind the Company to any customer order, cash or credit sale, or other obligation.

11.5. Trademarks, Copyrights, etc. The Affiliate shall only display and use the trademarks, trade names, emblems, logos and copyrighted material owned, licensed or used by the Company, to the extent authorized by the Company. Upon termination of this Agreement, the Affiliate shall immediately and permanently discontinue use of such trademarks, trade names, emblems, logos and copyrighted material, and cease from engaging in any activity that would indicate that the Affiliate is authorized to solicit orders for the Company.

 

 

 

12. Independent Contractor.

The relationship of the Affiliate to the Company shall be that of an independent contractor, and the parties agree that no employment relationship is created or intended by this Agreement. The
Affiliate acknowledges and understands that as an independent contractor he or she will not be entitled to make any claim whatsoever under Workmen's or Unemployment Compensation or any other similar law or regulation unless otherwise allowed by law.

 
13. Termination

13.1. Notice of Termination. The Affiliate's appointment as a nonexclusive independent
Affiliate hereunder may be terminated:

 (a) by the Company at any time with or without cause by either oral notice to the Affiliate, or by written notice mailed to the Affiliate at his or her address as shown on the records of the Company. Such notice shall be effective twenty-four (24) hours after it is given in the case of an oral notice of termination, or after it is mailed in the case of a written notice of termination, unless the Company in its sole discretion specifies a later effective date for termination; and

  (b) by the Affiliate at any time with or without cause upon written notice of termination to the Company in accordance with Section 15.1. Such notice shall be effective twenty-four (24) hours after it is mailed, unless a later effective date is specified in such notice.

13.2. Return of Company Property. Upon the termination of this Agreement, the Affiliate
shall:

(a) promptly return to the Company (i) Affiliate's sales manual, and (ii) all Contract Forms, sales brochures, price lists, Full/Limited Warranty certificates, instruction books, customer lists, and all other sales materials and property made available by the Company to the Affiliate.

 (b) promptly deliver to the Company any and all (i) signed, completed Contract Forms, and other forms and materials, and (ii) all customer payments or deposits solicited and received by the Affiliate which have not previously been delivered to the Company; and

  (c) promptly pay to the Company any amounts owed to the Company.

 
14. Specific Performance.

 The Affiliate hereby agrees that the terms and conditions of this Agreement are necessary in order to protect the good name of the Company and the Authorized Products. Accordingly, in addition to any other remedies that the Company may have at law or in equity, the Company shall have the right to have all terms, conditions, obligations, and undertakings specifically performed by the Affiliate and obtain an order or decree of such specific performance in any of the courts of the United States or of any state or other political subdivision thereof.

 
15. Miscellaneous Provisions.

15.1. Notices. All notices, instructions, demands, requests, or other communications that may be or are required to be given, served, or sent by any party to any other party pursuant to this Agreement shall be given as follows:

 (a) if any such notice, instruction, demand, request or other communication is in writing
and applies to Affiliates generally or to Affiliates who report to the Branch Office, it may be sufficiently given by the Company to the Affiliate by posting a copy of such notice or instruction in the Branch Office or in the Affiliates back offices, and by making copies of such notice or instruction available to the Affiliates at the Branch Office. The Affiliate shall be responsible for reading and for obtaining copies for his or her own use of any and all such notices or instructions. Any such written notice or instruction, shall be effective three (3) business days after it is posted and copies of it are made available at the Branch Office, or at such later date as is indicated in such notice or instruction unless the Company, in its sole discretion, determines that an earlier effective date is necessary under the circumstances.

  (b) if the notice, instruction, demand, request or other communication is in writing and is directed to the Affiliate individually, it may be sufficiently given by the Company to the Affiliate by mailing a copy of such notice, instruction, demand, request or other communication by first-class, registered or certified mail, return receipt requested, postage prepaid, or by transmitting it by hand delivery or telegram, addressed to the Affiliate at the address indicated underneath the Affiliate's signature below.

  (c) if the notice, instruction, demand, request or other communication is to the Company, it shall be in writing and shall be mailed by first class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery or telegram, addressed to the Company at the Branch Office and to the Company's corporate address.

15.2. Severability. If any part of any provision of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provision or the remaining provisions of said agreement.

 

 

15.3. Waiver. Neither the waiver by either of the parties hereto of a breach of or a default
under any of the provisions of this Agreement shall be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any of such provisions, rights, or privileges hereunder.

15.4. Assignment. The Company may assign this Agreement to any subsidiary, affiliate, or successor entity to the Company, or to any entity that acquires substantially all of the assets and assumes substantially all of the liabilities of the Company. This Agreement shall not be assignable by the Affiliate without the prior written consent of the Company.

15.5. Amendment. Subject to any changes in the terms and conditions of this Agreement that are necessitated by or which may result from any revision, supplement or deletion to the Company's policies and procedures, no amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought.

15.6. Entire Agreement. This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof, and it supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein.