The following agreement (“Agreement”) is hereby made and entered into as of the Effective Date by and between RPL BUILDING SERVICES, LLC, (hereinafter, “Company”), and the following individual (hereinafter “Contractor”):
WHEREAS, Company is a general contractor for clients (“Client(s)”) who require entertainment theatrical/arena rigging and rope access rigging services, defined as the lifting, moving, positioning, pulling and securing of production elements, lighting trusses and personel overhead using hoists and pulleys, ropes and othe rigging elements or (the “Services”); and
WHEREAS, Contractor warrants and represent that it has the necessary skills, abilities and equipment as required hereunder to render such Services as an independent sub-contractor to Company;
NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Term.
The term (“Term”) of this Agreement will commence on the Effective Date and remain in effect until such time as either party elects to terminate it upon written notification to the other party, in accordance with the notice provisions contained herein.
2. Bidding Process.
In Company’s sole discretion, Company will provide Contractor with written notification of the details of the Services being requested by a Client on a per project basis (each request shall be referred to as a “Project”), including but not limited to the date, time and location of the Project, as directed by the Client. Contractor will provide Company with an estimate of the cost of Contractor’s Services to each Project (each estimate shall be referred to as a “Bid”). Company will notify Contractor in writing as soon as possible if Contractor’s Bid has been accepted. All Bids accepted by Company will be made subject to the terms of this Agreement.
3. Remuneration.
Contractor must submit a written invoice (“Invoice”) to Company within thirty () days following performance of the Services. Company will have thirty (30) days following receipt of the Invoice to render payment to Contractor.
4. Independent Contractor Status.
A. This Agreement does not create a joint venture, partnership, employee/employer or principal-agent relationship between the parties, and nothing in this Agreement may be used to imply such a relationship. Contractor understands and agrees that Contractor is an independent contractor, and that Contractor is not an employee of Company for purposes of any federal, state, or local laws or regulations including, but not limited to, those covering unemployment insurance, employment taxes, and workers’ compensation. Contractor has not been offered, nor will Contractor receive, any benefit or compensation other than that which is expressly provided for in the terms of this Agreement.
B. Contractor shall be solely responsible for paying its own local, state and federal taxes, and Company shall not withhold such taxes on Contractor’s behalf. Contractor must submit to Company a completed IRS Form W-9 as a material condition of this Agreement.
C. Contractor will not be entitled to reimbursement of any expenses incurred in connection with this Agreement unless expressly agreed to in advance by Company.
5. Warranties and Representations.
Contractor warrants and represents that:
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Contractor will supply its own commercial rigging harness (“Harness”) which meets or exceeds the standards set forth in ANSI/ASME B30.26 as a necessary condition to the performance of the Services hereunder. Contractor is solely responsible for the proper use, inspection and maintenance of Contractor’s Harness.
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Contractor understands and acknowledges the inherently risky nature of the Services to be rendered under this Agreement and expressly accepts that risk. Contractor understands and agrees that accidents, negligence and uncontrollable events may occur during the performance of Services which may lead to death, disability, injury and property damage. Except in the event of Company’s direct and willful negligence, Contractor hereby indemnifies Company and holds Company harmless against any and all claims and actions which may arise in connection with any death, disability, injury or property damage resulting from Contractor’s Services rendered hereunder.
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Contractor shall maintain one or more insurance policies, including but not limited to general liability, health, disability, workers’ compensation and/or life insurance, in order to fully insure Contractor in connection with the risk of death, disability, injury or property damage resulting from Contractor’s Services hereunder.
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In the performance of Services, Contractor shall at all times abide by the code of ethics as promulgated by the Entertainment Service and Technology Association (ESTA) Entertainment Technicians Certification Program (ETCP) and the Sociiety of Professional Rope Access Technicians (SPRAT) , including any and all updates and amendments thereto.
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Notices
All notices under this Agreement must be in writing and given by courier or other personal delivery, by an established overnight delivery service (e.g. Federal Express or UPS), or by registered or certified mail, with postage prepaid and return receipt requested, at the addresses set forth on page 1 hereof, or at a substitute address designated in a written notice by the party concerned.
7. Non-Disclosure.
A. “Confidential Information” means all information that has been developed by Company, which Company considers valuable, proprietary, and confidential and which is disclosed to Contractor. Confidential Information includes all materials, notes, analyses, compilations, studies, or other physical or electronic documents, whether prepared by Company or by others, to the extent that such documents contain, reflect, or are otherwise based in whole or in part on Confidential Information. Confidential Information does not include any information, or any portion of any document based thereon, that: (a) was known to Contractor at the time of its disclosure by the Company; (b) was or becomes generally available to the public other than as a result of a disclosure by the Contractor; or (c) was or becomes available to the Contractor on a non-confidential basis from a source other than Company, provided that such source is not, to Contractor’s knowledge, subject to a confidentiality agreement with respect to such information. The existence and details of this Agreement and the identity of Clients shall be considered Confidential Information belonging to Company.
B. Contractor must follow commercially reasonable procedures to maintain the confidentiality of the Confidential Information and may not disclose, reproduce, or otherwise discuss or make available all or any part of the Confidential Information in any form to any person or entity at any time. However, Contractor may disclose all or any part of the Confidential Information to other contractors working on the respective Project on a need-to-know basis relating solely to the performance of the Services. If Contractor is requested or ordered to disclose all or any part of the Confidential Information in any judicial or administrative proceeding, Contractor must give Company prompt written notice of such request or order so that Company may take appropriate lawful preventive action. If Contractor is nonetheless compelled to disclose all or any part of the Confidential Information, it may do so without liability under this Agreement so long as it uses its best efforts to obtain assurances that confidential treatment will be accorded to such information.
C. Contractor may not use the Confidential Information for any purpose other than the performance of this Agreement.
D. Upon Company’s request, Contractor must promptly return all copies of all Confidential Information furnished by Company, and must promptly destroy all other Confidential Information, including all copies of notes, analyses, compilations, studies, or other physical or electronic documents prepared by the Company. Confidential Information must be returned or destroyed promptly following the termination of this Agreement.
8. Non-Solicitation.
Contractor agrees not to directly or indirectly engage or solicit engagement with any Client during the Term and for a period of one (1) year following termination of the Term (the “Post-Term Period”). In the event a Client directly or indirectly solicits Contractor for the rendering of Contractor’s Services during the Term or Post-Term Period, Contractor shall immediately refer all such Client inquiries to Company.
9. Miscellaneous.
A. Contractor hereby warrants and represents that Contractor is at least eighteen (18) years of age and has the right and qualifications to enter into this Agreement. Contractor shall indemnify, defend and hold harmless Company and Company’s designees from and against any losses and damages (including attorneys’ fees and litigation costs, whether or not litigation is actually commenced) arising out of any claim which is inconsistent with any warranty, representation, promise or covenant herein made by Contractor.
B. CONTRACTOR ACKNOWLEDGES IT HAS THE RIGHT AND OPPORTUNITY TO SEEK INDEPENDENT COUNSEL REGARDING THE INTERPRETATION AND LEGAL EFFECT OF THIS AGREEMENT AND HAS EITHER DONE SO OR HAS KNOWINGLY AND VOLUNTARILY WAIVED SUCH RIGHT.
C. The Agreement shall insure to the benefit of each party’s respective heirs, successors, beneficiaries, designees, agents and assigns.
D. This Agreement shall be governed by and construed under the laws and jurisdiction of the State of Georgia. All claims, disputes or disagreements which may arise out of this Agreement shall be submitted exclusively to the jurisdiction of the state or federal courts located in Fulton County, Georgia. However, if Company is served process or joined in any other court or forum in respect of any matter which may give rise to a claim by Company hereunder, Contractor consents to the jurisdiction of such court or forum with regard to any such claim which may be asserted by Company.
E. Company shall not be deemed in breach of this Agreement unless and until Contractor gives Company written notice of the specific nature of the alleged breach and such failure has not been corrected within thirty (30) days from and after the service of such notice or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Company does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter.
F. Company may assign this Agreement and/or its rights and/or obligations hereunder, in whole or in part, to any third party. Contractor may not assign this Agreement or any of its rights or obligations hereunder, and any such purported assignment shall be null and void ab initio.
G. This Agreement shall constitute the complete agreement of the parties with respect to the subject matter referred to herein and supersedes all prior or contemporaneous negotiations, promises, covenants, agreements and representations of every kind or nature whatsoever with respect thereto, all of which have become merged and finally integrated into this Agreement. The section headers are for convenience purposes only and shall not be referenced in the interpretation of this Agreement. No modification, amendment, waiver, termination or discharge of this Agreement shall be binding upon any party hereto unless confirmed by a written instrument signed by the parties hereto. No waiver of any provision or any default under this Agreement shall affect the rights of the parties thereafter. Should any provision of this Agreement be adjudicated by a court of competent jurisdiction as void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this Agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and beneficiaries.
WHEREAS, Company is a general contractor for clients (“Client(s)”) who require entertainment theatrical/arena rigging and rope access rigging services, defined as the lifting, moving, positioning, pulling and securing of production elements, lighting trusses and personel overhead using hoists and pulleys, ropes and othe rigging elements or (the “Services”); and
WHEREAS, Contractor warrants and represent that it has the necessary skills, abilities and equipment as required hereunder to render such Services as an independent sub-contractor to Company;
NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Term.
The term (“Term”) of this Agreement will commence on the Effective Date and remain in effect until such time as either party elects to terminate it upon written notification to the other party, in accordance with the notice provisions contained herein.
2. Bidding Process.
In Company’s sole discretion, Company will provide Contractor with written notification of the details of the Services being requested by a Client on a per project basis (each request shall be referred to as a “Project”), including but not limited to the date, time and location of the Project, as directed by the Client. Contractor will provide Company with an estimate of the cost of Contractor’s Services to each Project (each estimate shall be referred to as a “Bid”). Company will notify Contractor in writing as soon as possible if Contractor’s Bid has been accepted. All Bids accepted by Company will be made subject to the terms of this Agreement.
3. Remuneration.
Contractor must submit a written invoice (“Invoice”) to Company within thirty () days following performance of the Services. Company will have thirty (30) days following receipt of the Invoice to render payment to Contractor.
4. Independent Contractor Status.
A. This Agreement does not create a joint venture, partnership, employee/employer or principal-agent relationship between the parties, and nothing in this Agreement may be used to imply such a relationship. Contractor understands and agrees that Contractor is an independent contractor, and that Contractor is not an employee of Company for purposes of any federal, state, or local laws or regulations including, but not limited to, those covering unemployment insurance, employment taxes, and workers’ compensation. Contractor has not been offered, nor will Contractor receive, any benefit or compensation other than that which is expressly provided for in the terms of this Agreement.
B. Contractor shall be solely responsible for paying its own local, state and federal taxes, and Company shall not withhold such taxes on Contractor’s behalf. Contractor must submit to Company a completed IRS Form W-9 as a material condition of this Agreement.
C. Contractor will not be entitled to reimbursement of any expenses incurred in connection with this Agreement unless expressly agreed to in advance by Company.
5. Warranties and Representations.
Contractor warrants and represents that:
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Contractor will supply its own commercial rigging harness (“Harness”) which meets or exceeds the standards set forth in ANSI/ASME B30.26 as a necessary condition to the performance of the Services hereunder. Contractor is solely responsible for the proper use, inspection and maintenance of Contractor’s Harness.
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Contractor understands and acknowledges the inherently risky nature of the Services to be rendered under this Agreement and expressly accepts that risk. Contractor understands and agrees that accidents, negligence and uncontrollable events may occur during the performance of Services which may lead to death, disability, injury and property damage. Except in the event of Company’s direct and willful negligence, Contractor hereby indemnifies Company and holds Company harmless against any and all claims and actions which may arise in connection with any death, disability, injury or property damage resulting from Contractor’s Services rendered hereunder.
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Contractor shall maintain one or more insurance policies, including but not limited to general liability, health, disability, workers’ compensation and/or life insurance, in order to fully insure Contractor in connection with the risk of death, disability, injury or property damage resulting from Contractor’s Services hereunder.
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In the performance of Services, Contractor shall at all times abide by the code of ethics as promulgated by the Entertainment Service and Technology Association (ESTA) Entertainment Technicians Certification Program (ETCP) and the Sociiety of Professional Rope Access Technicians (SPRAT) , including any and all updates and amendments thereto.
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Notices
All notices under this Agreement must be in writing and given by courier or other personal delivery, by an established overnight delivery service (e.g. Federal Express or UPS), or by registered or certified mail, with postage prepaid and return receipt requested, at the addresses set forth on page 1 hereof, or at a substitute address designated in a written notice by the party concerned.
7. Non-Disclosure.
A. “Confidential Information” means all information that has been developed by Company, which Company considers valuable, proprietary, and confidential and which is disclosed to Contractor. Confidential Information includes all materials, notes, analyses, compilations, studies, or other physical or electronic documents, whether prepared by Company or by others, to the extent that such documents contain, reflect, or are otherwise based in whole or in part on Confidential Information. Confidential Information does not include any information, or any portion of any document based thereon, that: (a) was known to Contractor at the time of its disclosure by the Company; (b) was or becomes generally available to the public other than as a result of a disclosure by the Contractor; or (c) was or becomes available to the Contractor on a non-confidential basis from a source other than Company, provided that such source is not, to Contractor’s knowledge, subject to a confidentiality agreement with respect to such information. The existence and details of this Agreement and the identity of Clients shall be considered Confidential Information belonging to Company.
B. Contractor must follow commercially reasonable procedures to maintain the confidentiality of the Confidential Information and may not disclose, reproduce, or otherwise discuss or make available all or any part of the Confidential Information in any form to any person or entity at any time. However, Contractor may disclose all or any part of the Confidential Information to other contractors working on the respective Project on a need-to-know basis relating solely to the performance of the Services. If Contractor is requested or ordered to disclose all or any part of the Confidential Information in any judicial or administrative proceeding, Contractor must give Company prompt written notice of such request or order so that Company may take appropriate lawful preventive action. If Contractor is nonetheless compelled to disclose all or any part of the Confidential Information, it may do so without liability under this Agreement so long as it uses its best efforts to obtain assurances that confidential treatment will be accorded to such information.
C. Contractor may not use the Confidential Information for any purpose other than the performance of this Agreement.
D. Upon Company’s request, Contractor must promptly return all copies of all Confidential Information furnished by Company, and must promptly destroy all other Confidential Information, including all copies of notes, analyses, compilations, studies, or other physical or electronic documents prepared by the Company. Confidential Information must be returned or destroyed promptly following the termination of this Agreement.
8. Non-Solicitation.
Contractor agrees not to directly or indirectly engage or solicit engagement with any Client during the Term and for a period of one (1) year following termination of the Term (the “Post-Term Period”). In the event a Client directly or indirectly solicits Contractor for the rendering of Contractor’s Services during the Term or Post-Term Period, Contractor shall immediately refer all such Client inquiries to Company.
9. Miscellaneous.
A. Contractor hereby warrants and represents that Contractor is at least eighteen (18) years of age and has the right and qualifications to enter into this Agreement. Contractor shall indemnify, defend and hold harmless Company and Company’s designees from and against any losses and damages (including attorneys’ fees and litigation costs, whether or not litigation is actually commenced) arising out of any claim which is inconsistent with any warranty, representation, promise or covenant herein made by Contractor.
B. CONTRACTOR ACKNOWLEDGES IT HAS THE RIGHT AND OPPORTUNITY TO SEEK INDEPENDENT COUNSEL REGARDING THE INTERPRETATION AND LEGAL EFFECT OF THIS AGREEMENT AND HAS EITHER DONE SO OR HAS KNOWINGLY AND VOLUNTARILY WAIVED SUCH RIGHT.
C. The Agreement shall insure to the benefit of each party’s respective heirs, successors, beneficiaries, designees, agents and assigns.
D. This Agreement shall be governed by and construed under the laws and jurisdiction of the State of Georgia. All claims, disputes or disagreements which may arise out of this Agreement shall be submitted exclusively to the jurisdiction of the state or federal courts located in Fulton County, Georgia. However, if Company is served process or joined in any other court or forum in respect of any matter which may give rise to a claim by Company hereunder, Contractor consents to the jurisdiction of such court or forum with regard to any such claim which may be asserted by Company.
E. Company shall not be deemed in breach of this Agreement unless and until Contractor gives Company written notice of the specific nature of the alleged breach and such failure has not been corrected within thirty (30) days from and after the service of such notice or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Company does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter.
F. Company may assign this Agreement and/or its rights and/or obligations hereunder, in whole or in part, to any third party. Contractor may not assign this Agreement or any of its rights or obligations hereunder, and any such purported assignment shall be null and void ab initio.
G. This Agreement shall constitute the complete agreement of the parties with respect to the subject matter referred to herein and supersedes all prior or contemporaneous negotiations, promises, covenants, agreements and representations of every kind or nature whatsoever with respect thereto, all of which have become merged and finally integrated into this Agreement. The section headers are for convenience purposes only and shall not be referenced in the interpretation of this Agreement. No modification, amendment, waiver, termination or discharge of this Agreement shall be binding upon any party hereto unless confirmed by a written instrument signed by the parties hereto. No waiver of any provision or any default under this Agreement shall affect the rights of the parties thereafter. Should any provision of this Agreement be adjudicated by a court of competent jurisdiction as void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this Agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and beneficiaries.
WHEREAS, Company is a general contractor for clients (“Client(s)”) who require entertainment theatrical/arena rigging and rope access rigging services, defined as the lifting, moving, positioning, pulling and securing of production elements, lighting trusses and personel overhead using hoists and pulleys, ropes and othe rigging elements or (the “Services”); and
WHEREAS, Contractor warrants and represent that it has the necessary skills, abilities and equipment as required hereunder to render such Services as an independent sub-contractor to Company;
NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Term.
The term (“Term”) of this Agreement will commence on the Effective Date and remain in effect until such time as either party elects to terminate it upon written notification to the other party, in accordance with the notice provisions contained herein.
2. Bidding Process.
In Company’s sole discretion, Company will provide Contractor with written notification of the details of the Services being requested by a Client on a per project basis (each request shall be referred to as a “Project”), including but not limited to the date, time and location of the Project, as directed by the Client. Contractor will provide Company with an estimate of the cost of Contractor’s Services to each Project (each estimate shall be referred to as a “Bid”). Company will notify Contractor in writing as soon as possible if Contractor’s Bid has been accepted. All Bids accepted by Company will be made subject to the terms of this Agreement.
3. Remuneration.
Contractor must submit a written invoice (“Invoice”) to Company within thirty () days following performance of the Services. Company will have thirty (30) days following receipt of the Invoice to render payment to Contractor.
4. Independent Contractor Status.
A. This Agreement does not create a joint venture, partnership, employee/employer or principal-agent relationship between the parties, and nothing in this Agreement may be used to imply such a relationship. Contractor understands and agrees that Contractor is an independent contractor, and that Contractor is not an employee of Company for purposes of any federal, state, or local laws or regulations including, but not limited to, those covering unemployment insurance, employment taxes, and workers’ compensation. Contractor has not been offered, nor will Contractor receive, any benefit or compensation other than that which is expressly provided for in the terms of this Agreement.
B. Contractor shall be solely responsible for paying its own local, state and federal taxes, and Company shall not withhold such taxes on Contractor’s behalf. Contractor must submit to Company a completed IRS Form W-9 as a material condition of this Agreement.
C. Contractor will not be entitled to reimbursement of any expenses incurred in connection with this Agreement unless expressly agreed to in advance by Company.
5. Warranties and Representations.
Contractor warrants and represents that:
-
Contractor will supply its own commercial rigging harness (“Harness”) which meets or exceeds the standards set forth in ANSI/ASME B30.26 as a necessary condition to the performance of the Services hereunder. Contractor is solely responsible for the proper use, inspection and maintenance of Contractor’s Harness.
-
Contractor understands and acknowledges the inherently risky nature of the Services to be rendered under this Agreement and expressly accepts that risk. Contractor understands and agrees that accidents, negligence and uncontrollable events may occur during the performance of Services which may lead to death, disability, injury and property damage. Except in the event of Company’s direct and willful negligence, Contractor hereby indemnifies Company and holds Company harmless against any and all claims and actions which may arise in connection with any death, disability, injury or property damage resulting from Contractor’s Services rendered hereunder.
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Contractor shall maintain one or more insurance policies, including but not limited to general liability, health, disability, workers’ compensation and/or life insurance, in order to fully insure Contractor in connection with the risk of death, disability, injury or property damage resulting from Contractor’s Services hereunder.
-
In the performance of Services, Contractor shall at all times abide by the code of ethics as promulgated by the Entertainment Service and Technology Association (ESTA) Entertainment Technicians Certification Program (ETCP) and the Sociiety of Professional Rope Access Technicians (SPRAT) , including any and all updates and amendments thereto.
-
Notices
All notices under this Agreement must be in writing and given by courier or other personal delivery, by an established overnight delivery service (e.g. Federal Express or UPS), or by registered or certified mail, with postage prepaid and return receipt requested, at the addresses set forth on page 1 hereof, or at a substitute address designated in a written notice by the party concerned.
7. Non-Disclosure.
A. “Confidential Information” means all information that has been developed by Company, which Company considers valuable, proprietary, and confidential and which is disclosed to Contractor. Confidential Information includes all materials, notes, analyses, compilations, studies, or other physical or electronic documents, whether prepared by Company or by others, to the extent that such documents contain, reflect, or are otherwise based in whole or in part on Confidential Information. Confidential Information does not include any information, or any portion of any document based thereon, that: (a) was known to Contractor at the time of its disclosure by the Company; (b) was or becomes generally available to the public other than as a result of a disclosure by the Contractor; or (c) was or becomes available to the Contractor on a non-confidential basis from a source other than Company, provided that such source is not, to Contractor’s knowledge, subject to a confidentiality agreement with respect to such information. The existence and details of this Agreement and the identity of Clients shall be considered Confidential Information belonging to Company.
B. Contractor must follow commercially reasonable procedures to maintain the confidentiality of the Confidential Information and may not disclose, reproduce, or otherwise discuss or make available all or any part of the Confidential Information in any form to any person or entity at any time. However, Contractor may disclose all or any part of the Confidential Information to other contractors working on the respective Project on a need-to-know basis relating solely to the performance of the Services. If Contractor is requested or ordered to disclose all or any part of the Confidential Information in any judicial or administrative proceeding, Contractor must give Company prompt written notice of such request or order so that Company may take appropriate lawful preventive action. If Contractor is nonetheless compelled to disclose all or any part of the Confidential Information, it may do so without liability under this Agreement so long as it uses its best efforts to obtain assurances that confidential treatment will be accorded to such information.
C. Contractor may not use the Confidential Information for any purpose other than the performance of this Agreement.
D. Upon Company’s request, Contractor must promptly return all copies of all Confidential Information furnished by Company, and must promptly destroy all other Confidential Information, including all copies of notes, analyses, compilations, studies, or other physical or electronic documents prepared by the Company. Confidential Information must be returned or destroyed promptly following the termination of this Agreement.
8. Non-Solicitation.
Contractor agrees not to directly or indirectly engage or solicit engagement with any Client during the Term and for a period of one (1) year following termination of the Term (the “Post-Term Period”). In the event a Client directly or indirectly solicits Contractor for the rendering of Contractor’s Services during the Term or Post-Term Period, Contractor shall immediately refer all such Client inquiries to Company.
9. Miscellaneous.
A. Contractor hereby warrants and represents that Contractor is at least eighteen (18) years of age and has the right and qualifications to enter into this Agreement. Contractor shall indemnify, defend and hold harmless Company and Company’s designees from and against any losses and damages (including attorneys’ fees and litigation costs, whether or not litigation is actually commenced) arising out of any claim which is inconsistent with any warranty, representation, promise or covenant herein made by Contractor.
B. CONTRACTOR ACKNOWLEDGES IT HAS THE RIGHT AND OPPORTUNITY TO SEEK INDEPENDENT COUNSEL REGARDING THE INTERPRETATION AND LEGAL EFFECT OF THIS AGREEMENT AND HAS EITHER DONE SO OR HAS KNOWINGLY AND VOLUNTARILY WAIVED SUCH RIGHT.
C. The Agreement shall insure to the benefit of each party’s respective heirs, successors, beneficiaries, designees, agents and assigns.
D. This Agreement shall be governed by and construed under the laws and jurisdiction of the State of Georgia. All claims, disputes or disagreements which may arise out of this Agreement shall be submitted exclusively to the jurisdiction of the state or federal courts located in Fulton County, Georgia. However, if Company is served process or joined in any other court or forum in respect of any matter which may give rise to a claim by Company hereunder, Contractor consents to the jurisdiction of such court or forum with regard to any such claim which may be asserted by Company.
E. Company shall not be deemed in breach of this Agreement unless and until Contractor gives Company written notice of the specific nature of the alleged breach and such failure has not been corrected within thirty (30) days from and after the service of such notice or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Company does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter.
F. Company may assign this Agreement and/or its rights and/or obligations hereunder, in whole or in part, to any third party. Contractor may not assign this Agreement or any of its rights or obligations hereunder, and any such purported assignment shall be null and void ab initio.
G. This Agreement shall constitute the complete agreement of the parties with respect to the subject matter referred to herein and supersedes all prior or contemporaneous negotiations, promises, covenants, agreements and representations of every kind or nature whatsoever with respect thereto, all of which have become merged and finally integrated into this Agreement. The section headers are for convenience purposes only and shall not be referenced in the interpretation of this Agreement. No modification, amendment, waiver, termination or discharge of this Agreement shall be binding upon any party hereto unless confirmed by a written instrument signed by the parties hereto. No waiver of any provision or any default under this Agreement shall affect the rights of the parties thereafter. Should any provision of this Agreement be adjudicated by a court of competent jurisdiction as void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this Agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and beneficiaries.