11.1 Publicity. Customer agrees to grant Rhythm the right to use Customer’s company name, logo (subject to appropriate trademark attribution), and any associated statements of support for the Services on Rhythm marketing collateral, including Rhythm website, press releases, presentations and documents, case studies, and in sales discussions with prospective customers.
11.2 Non-exclusive Engagement. Customer acknowledges that Rhythm may be engaged on behalf of other Customers in the development, licensing, sale, or use of computer software or works and services functionally similar to Deliverables and Services. Customer further acknowledges that Rhythm will be entitled to engage in transactions and implement projects for any third party. Rhythm retains all rights and license to its knowledge and experience (including processes, ideas, concepts, and techniques) acquired or developed by Rhythm prior to, or in the course of performing the Services.
11.3 Independent Contractors. Rhythm is an independent contractor and not a partner, agent, or joint venturer with Customer. Rhythm will be solely responsible for all acts, obligations, and payments due with respect to its personnel used to perform the Services. Rhythm, and not Customer, will be responsible for the hiring, management, supervision, discipline, control, performance, and all other employment related requirements of the Rhythm personnel. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
11.4 Assignment. Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be null and void. Notwithstanding the foregoing, either party may assign this Agreement to any Affiliate or any entity in connection with a reorganization, merger, consolidation, acquisition, or other transaction involving all or substantially all of the voting securities or assets of such party, upon written notice to the non-assigning party.
11.5 Force Majeure. Each party hereto shall be excused from default or delay in the performance of its obligations hereunder if and to the extent that such default or delay is caused by an act of God, or other cause beyond its reasonable control, including but not limited to, work stoppages, cyber-attacks, fires, riots, accident, explosion, flood, storm, or failures or fluctuations in electrical power, heat light, air conditioning or telecommunications equipment, an unanticipated event that materially changes the service needs or requirements of Customer, a change in law, the case when Rhythm personnel performing the Services is fired or has quit. In such event, the non-performing party shall be excused from performance for as long as such circumstances prevail. If such delays last for an aggregate of 60 (sixty) days or more, either party shall be entitled to terminate this Agreement by giving written notice to the other party, such termination to be effective on the date indicated in this notice. In the event of such termination, Customer shall pay Rhythm for all fees and expenses incurred under this Agreement through the effective date of termination of this Agreement and each SOW, whichever is later. Upon such termination above and upon full payment, Rhythm, in its turn, shall deliver to Customer all interim Deliverables (complete or incomplete) in Rhythm possession.
11.6 Governing Law This Agreement will be governed and construed under the laws of the State of Florida without regard to conflicts of law provisions. Any suit or proceeding arising out of or relating to this Agreement will be brought in the federal or state courts, as applicable, in Florida, and each party irrevocably submits to the jurisdiction and venue of such courts.
11.7 Notices
Any notice hereunder will be in writing to the address set forth above and will be deemed given:
(i)upon receipt if by personal delivery;
(ii)upon receipt if sent by certified or registered U.S. Mail (return receipt requested); or
(iii)one (1) day after it is sent if by next day delivery by a major commercial delivery service or by electronic mail.
11.8 Entire Agreement. This Agreement is the entire agreement of the parties and supersedes all previous or contemporaneous agreements between the parties relating to its subject matter. This Agreement may only be modified by an amendment signed by the parties.
11.9 Waiver and Severability. No provision of this Agreement will be waived by any act, omission or knowledge of a party or its agents or employees except specifically in a writing signed by the waiving party. If any provision is deemed by a court unenforceable or invalid, that provision will be stricken or modified, and the remainder of this Agreement will be in full force and effect.
11.10 Counterparts This Agreement, including its SOWs, may be executed in counterparts including PDF and other electronic copies, each of which will be deemed an original and together will constitute the same instrument.