Assignment and Relationship of the Parties. The Parties may not assign or subcontract this Agreement to a third party unless both parties have agreed to such assignment or subcontracting in a writing signed by an authorized representative. Supplier may not subcontract any of its obligations under this Agreement without Buyer's prior written approval. The parties are acting in performance of this Agreement as independent contractors. Neither Party shall have the power or authority to bind or obligate the other Party.

Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant.

Relationship of Parties. The relationship between Borrowers, on the one hand, and the Bank, on the other, is, and at all times shall remain, solely that of borrower and lender. The Bank shall not under any circumstances be construed to be partners or joint venturers of Borrowers or any of their Affiliates; nor shall the Bank under any circumstances be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrowers or any of their Affiliates, or to owe any fiduciary duty to Borrowers or any of their Affiliates. The Bank does not undertake or assume any responsibility or duty to Borrowers or any of their Affiliates to select, review, inspect, supervise, pass judgment upon or otherwise inform Borrowers or any of their Affiliates of any matter in connection with Borrowers or their Property, any security held by the Bank or the operations of Borrowers or any of their Affiliates. Borrowers and each of their Affiliates shall rely entirely on their own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by the Bank in connection with such matters is solely for the protection of the Bank and neither Borrowers nor any of their Affiliates is entitled to rely thereon. Without limiting the generality of the foregoing, Borrowers expressly acknowledge that they have, independently and without reliance upon any advice, recommendation or information from the Bank or any of its Affiliates, made its own decision regarding the use of the proceeds of the Revolver Loans, and to obtain the Revolver Loan under the terms and conditions of this Agreement.

Relationship of Parties. Nothing contained herein shall create a contractual relationship between the Parties other than that of Avail being specifically commissioned as an independent contractor to perform the Strategic Services. It is further agreed that the specifically commissioned Strategic Services shall be deemed “work for hire” as that term is defined by Section 101 of the Copyright Act (title 17 of the U.S. Code). This Agreement shall not be deemed to make either Party in any way or for any purpose a partner, employer, or employee of the other Party.

Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained herein, and no actions of the Parties, shall be deemed to create any relationship between the Parties other than the relationship of independent contractor nor be deemed to vest any rights, interest or claims in any third parties.

Relationship of Parties. The Consultant is an independent contractor and not an employee of the Company. The Company will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Consultant.

The status of a Party under this Agreement shall be that of an independent contractor. Nothing contained in this Agreement shall be construed as creating a Partnership, joint venture or agency relationship between the Parties or, except as otherwise expressly provided in this Agreement, as granting either Party the authority to bind or contract any obligation in the name of or on the account of the other Party or to make any statements, representations, warranties or commitments on behalf of the other Party. All persons employed by a Party shall be employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party.

Relationship of the Parties. Each Advisor is providing the Services hereunder as an independent contractor. Nothing in this Agreement shall be deemed to constitute any parties hereto as joint venturers, alter egos, partners or participants in an unincorporated business or other separate entity, nor in any manner create any employer-employee or principal-agent relationship between the Company and/or any of its Subsidiaries on the one hand, and any Advisor or any of such Advisor’s members, advisors, officers or employees on the other hand (notwithstanding the fact that the Company and an Advisor may have in common any officers, directors, stockholders, members, managers, employees, or other personnel).

Assignment; Parties in Interest. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of and be enforceable by, the Parties and their respective successors and permitted assigns. Prior to Closing, neither Buyer nor Seller may assign or delegate any interest in this Agreement to any third party without the prior written consent of the other Party, which such consent may be withheld in the other Party’s sole discretion. Any such assignment shall not be effective unless the assignee agrees in writing to be bound by all of the terms and conditions of this Agreement. Following the Closing Date, Seller may assign to any third party any or all of its rights under this Agreement, including the Repurchase Option. During the Repurchase Term, Buyer may not convey the Property or assign any of its rights under this Agreement to any third party, and any such attempted conveyance or assignment shall be void. Following the end of the Repurchase Term, Buyer may assign its rights under this Agreement to a third party in connection with a sale of the Property to that third party.

The relationship between the Company and the Executive is that of employer and employee and is fiduciary in nature.