Independent Contractors. The Parties are independent contractors under this Agreement. Nothing herein contained shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act, or failure to act, of the other Party. Neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever. The Parties acknowledge and agree that neither Party owes the other any fiduciary or similar duties or obligations by virtue of the relationship created by this Agreement. Without limiting the foregoing, the Parties also acknowledge and agree that if a court of competent jurisdiction or an arbitrator should determine that, notwithstanding the terms of this Section 10.12, that such fiduciary or other obligations exist, the Parties hereby waive such duties and obligations and agree not to assert or rely upon such duties or obligations in connection with any Dispute arising out of or relating to this Agreement.

Independent Contractors. The Parties areherby acknowledge and agree that each is an independent contractors under this Agreement. Nothing herein containedcontractor and that neither Party shall be deemedconsidered to create an employment, agency, joint venturebe the agent, representative, master or partnership relationship betweenservant of the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act,any purpose whatsoever, and that neither Party has any authority to enter into a contract, to assume any obligation or failure to act,give warranties or representations on behalf of the other Party. Neither PartyNothing in this relationship shall have any express or implied powerbe construed to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever. The Parties acknowledge and agree that neither Party owes the other any fiduciary or similar duties or obligations by virtuecreate a relationship of the relationship created by this Agreement. Without limiting the foregoing, the Parties also acknowledge and agree that if a court of competent jurisdiction or an arbitrator should determine that, notwithstanding the terms of this Section 10.12, that such fiduciaryjoint venture partnership, fiduciary, or other obligations exist,similar relationship between the Parties hereby waive such duties and obligations and agree not to assert or rely upon such duties or obligations in connection with any Dispute arising out of or relating to this Agreement.Parties.

Independent Contractors. The Parties areContractor Status. Each Party is an independent contractorscontractor under this Agreement. NothingAgreement, and nothing herein contained shall be deemedconstrued to create an employment, agency,a partnership, joint ventureventure, or partnershipagency relationship between the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act, or failure to act, of the other Party.hereto. Neither Party shall have any express or implied powerthe authority to enter into agreements of any contracts or commitments or to incur any liabilities in the name of, orkind on behalf of,of the other Party,Party and shall not have the power or authority to bind or obligate the other Party in any respect whatsoever. The Parties acknowledge and agree that neither Party owes the othermanner to any fiduciary or similar duties or obligations by virtue of the relationship created by this Agreement. Without limiting the foregoing, the Parties also acknowledge and agree that if a court of competent jurisdiction or an arbitrator should determine that, notwithstanding the terms of this Section 10.12, that such fiduciary or other obligations exist, the Parties hereby waive such duties and obligations and agree not to assert or rely upon such duties or obligations in connection with any Dispute arising out of or relating to this Agreement.third party.

Independent Contractors. The Parties areEach Party will act solely as an independent contractors undercontractor, and nothing in this Agreement. Nothing herein contained shallAgreement will be deemedconstrued to create an employment, agency, joint venturegive either Party the power or partnership relationship between the Parties heretoauthority to act for, bind, or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act, or failure to act, of the other Party. Neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bindcommit the other Party in any respect whatsoever. The Parties acknowledge and agree that neither Party owes the other any fiduciary or similar duties or obligations by virtue ofway. Nothing herein will be construed to create the relationship created by this Agreement. Without limitingof partners, principal and agent, or joint-venture partners between the foregoing, the Parties also acknowledge and agree that if a court of competent jurisdiction or an arbitrator should determine that, notwithstanding the terms of this Section 10.12, that such fiduciary or other obligations exist, the Parties hereby waive such duties and obligations and agree not to assert or rely upon such duties or obligations in connection with any Dispute arising out of or relating to this Agreement.Parties.

Independent Contractors.Relationship of the Parties. The Parties are independent contractors under this Agreement. Nothing herein contained shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties heretois that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or anyother form of their agentsjoint enterprise, employment, or employees,fiduciary relationship between the Parties, and neither Party will have authority to contract for or any other legal arrangement that would impose liability upon one Party for the act, or failure to act, of the other Party. Neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respectmanner whatsoever. The Parties acknowledge and agree that neither Party owes the other any fiduciary or similar duties or obligations by virtue of the relationship created by this Agreement. Without limiting the foregoing, the Parties also acknowledge and agree that if a court of competent jurisdiction or an arbitrator should determine that, notwithstanding the terms of this Section 10.12, that such fiduciary or other obligations exist, the Parties hereby waive such duties and obligations and agree not to assert or rely upon such duties or obligations in connection with any Dispute arising out of or relating to this Agreement.

Independent Contractors. The Parties are independent contractors under this Agreement.Contractor. Nothing herein contained shall be deemed to create an employment, agency,any association, partnership, joint ventureventure, fiduciary duty or partnership relationshipthe relation of principal and agent between the Parties hereto or any of their agents or employees, or any other legal arrangementhereto, it being understood that would impose liability upon oneeach Party for the act, or failure to act, of the other Party. Neitheris acting as an independent contractor, and neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, orauthority to bind the other Partyor the other’s representatives in any respect whatsoever. The Parties acknowledge and agree that neither Party owes the other any fiduciary or similar duties or obligations by virtue of the relationship created by this Agreement. Without limiting the foregoing, the Parties also acknowledge and agree that if a court of competent jurisdiction or an arbitrator should determine that, notwithstanding the terms of this Section 10.12, that such fiduciary or other obligations exist, the Parties hereby waive such duties and obligations and agree not to assert or rely upon such duties or obligations in connection with any Dispute arising out of or relating to this Agreement.way.

Independent Contractors.Relationship of Parties. The relationship of the Parties arehereto is that of independent contractors undercontractors. Nothing in this Agreement. Nothing herein contained shallAgreement is intended or will be deemed to create an employment,constitute a partnership, agency, employer-employee or joint venture or partnership relationship between the Parties heretoParties. No Party will incur any debts or make any of their agents or employees, or any other legal arrangement that would impose liability upon one Partycommitments for the act, or failureother, except to act, of the other Party. Neither Party shall have anyextent, if at all, specifically provided therein. There are no express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever. The Parties acknowledge and agree that neither Party owes the other any fiduciary or similar duties or obligations by virtue of the relationship created by this Agreement. Without limiting the foregoing, the Parties also acknowledge and agree that if a court of competent jurisdiction or an arbitrator should determine that, notwithstanding the terms of this Section 10.12, that such fiduciary or other obligations exist, the Parties hereby waive such duties and obligations and agree not to assert or rely upon such duties or obligations in connection with any Dispute arising out of or relating to this Agreement.third party beneficiaries hereunder.

Independent Contractors. The Parties are independent contractorsIn the exercise of their respective rights, and the performance of their respective obligations under this Agreement.Agreement, the Parties are, and shall remain, independent contractors. Nothing herein containedin this Agreement shall be deemedconstrued # to create an employment, agency, joint venture or partnership relationship betweenconstitute the Parties heretoas principal and agent, franchisor and franchisee, partners, joint venturers, co-owners or any of their agentsotherwise as participants in a joint undertaking, or employees, or any other legal arrangement that would impose liability upon one# to authorize either Party for the act, or failure to act, of the other Party. Neither Party shall have any express or implied power to enter into any contractscontract, agreement into which it is not authorized to enter or commitments or to incur any liabilities inother binding obligation on the name of, or on behalf of,part of the other Party, unless otherwise agreed to by the Parties in writing, from time to time. Neither Party shall represent to any third party that it is authorized to enter into any contract or to bindother binding obligation on behalf of the other Party in any respect whatsoever. The Parties acknowledge and agree that neither Party owes the other any fiduciary or similar duties or obligations by virtue of the relationship created by this Agreement. Without limiting the foregoing, the Parties also acknowledge and agree that if a court of competent jurisdiction or an arbitrator should determine that, notwithstanding the terms of this Section 10.12, that such fiduciary or other obligations exist, the Parties hereby waive such duties and obligations and agree not to assert or rely upon such duties or obligations in connection with any Dispute arising out of or relating to this Agreement.Party.

Independent Contractors.Relationship of the Parties. The Partiesparties hereto are independent contractors underand nothing in this Agreement. Nothing herein contained shall be deemed to create an employment, agency,Agreement creates a joint ventureventure, partnership or partnership relationship of agency between the Parties heretoparties, and except as expressly authorized herein, neither party has any authority to act, make representations, or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act, or failure to act,contract on behalf of the other Party. Neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever. The Parties acknowledge and agree that neither Party owes the other any fiduciary or similar duties or obligations by virtue of the relationship created by this Agreement. Without limiting the foregoing, the Parties also acknowledge and agree that if a court of competent jurisdiction or an arbitrator should determine that, notwithstanding the terms of this Section 10.12, that such fiduciary or other obligations exist, the Parties hereby waive such duties and obligations and agree not to assert or rely upon such duties or obligations in connection with any Dispute arising out of or relating to this Agreement.party.