Consent * I agree to the terms and conditions set forth in this agreement, which are legal and binding.
Confidentiality. During the course of this Agreement, it may be necessary for the Parties to share proprietary information, including trade secrets, industry knowledge, and other confidential information, in order for TSLL to conduct their services. The Parties will not share any of this proprietary information at any time. The Parties will also not use any of this proprietary information for their personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.
Relationship of the Parties. TSLL is an independent contractor. Neither Party is an agent, representative, partner, or employee of the other Party. The Parties understand this Agreement is not an exclusive arrangement. The Parties agree that they are free to enter into other similar agreements with other parties. TSLL agrees that they will not enter into any agreements that conflict with their obligations under this Agreement. Intellectual Property. The Partner shall retain all rights to pre-existing ideas, processes, procedures, and materials used by TSLL in developing or providing products and/or services to the Partner. The Partner warrants that the Intellectual Property and products TSLL will use to service this Agreement, shall be original and shall not infringe upon any third-party's patents, trademarks, trade secrets, copyrights, or other proprietary rights. The Partner shall obtain all authorizations necessary as are required by TSLL to allow TSLL to fully exploit the Intellectual property and products produced by the Partner. Termination. This Agreement may be terminated at any time by either Party upon 30 days written notice to the other party. Upon termination, the Partner shall pay to TSLL all compensation due and owing for marketing made prior to the date of termination that was not yet paid. Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its natural termination or the early termination by either party. Limitation of Liability. Under no circumstances shall either Party be liable to the other Party or any Third Party for any damages resulting from any part of this Agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, which are not related to or the direct result of a Party's negligence or breach. Severability. In the event that any provisions of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys' fees, collection fees and the like. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by Alabama State law. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.