forth herein, and that the same form an essential basis of the bargain between the parties. The Parties
agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will
survive and apply even if found to have failed of their essential purpose.
11. Assignment. The Parties may not assign their rights or delegate their duties under this Agreement
either in whole or in part without the prior written consent of the other Party. Any attempted assignment
or delegation without such consent will be void. This Agreement will bind and inure to the benefit of each
Party’s successors and permitted assigns. Notwithstanding the foregoing, (i) either Party shall be
permitted, without any obligation to obtain the consent of the other Party to assign, delegate or otherwise
transfer this Agreement or any of its rights or duties hereunder to an affiliate of Sapphire such Party and
(ii) the merger, consolidation, sale of equity interests or acquisition of all or substantially all of the assets
of a Party or of its line of business to which this Agreement relates shall be deemed not to be an
assignment of the rights, or delegation of the duties, of such Party hereunder and such Party shall have no
obligation to obtain the consent of the other Party in connection with any of the foregoing.
12. Force Majeure. Neither Party will be liable for or be considered to be in breach of or default under
this Agreement, other than monetary obligations, as a result of any cause or condition beyond such
Party’s reasonable control.
13, Waiver. No oral modifications shall be effective, and no delay or failure on the part of either Party to
insist on compliance with any provision hereof shall constitute a waiver of such Party’s right to enforce
such provision.
14. Notice. All notices and other communications hereunder will be in writing or by written
telecommunication, and will be deemed to have been duly given if delivered personally or if mailed by
certified mail, return receipt requested or by written telecommunication to the address of the Party set
forth above, or to such address as the recipient of such notice or communication will have specified to the
other Party hereto in accordance with this section.
15. Governing Law. This Agreement is made under and will be governed by and construed in accordance
with the laws of the State of New Hampshire (except that body of law controlling conflicts of law). The
Parties irrevocably consent to jurisdiction and venue in the Federal and state courts of New Hampshire.
16. Promotion. Customer agrees to provide a high-resolution logo image file to Sapphire Digital for use
within the Engagement Plan and understands that Sapphire Digital may distribute press releases
indicating that Customer is a client of Sapphire Digital.
17. Scope of Agreement; Entire Agreement. This Agreement, including all documents incorporated
herein by reference, constitutes the complete and exclusive agreement between the parties with respect to
the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions,
headings used in this Agreement are intended for reference purposes only and shall not affect the
interpretation of this Agreement. The illegality, invalidity, or unenforceability of any provision of this
Agreement shall not in any manner affect or render illegal, invalid or unenforceable any other provision
of this Agreement, and that provision, and this Agreement generally, shall be reformed, construed and
enforced so as to most nearly give lawful effect to the intent of the parties as expressed in this Agreement.
If an ambiguity or question arises with respect to any provision of this Agreement, this Agreement will be
construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or
disfavoring either Party by virtue of authorship of any of the provisions of this Agreement This
