32) If any provision hereof or any Work Order is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, illegibility or unenforceability so that the remainder of that provision and all remaining provisions of this Agreement and any Work Order shall be valid and enforceable to the fullest extent permitted by applicable law.
33) Assignment by Kimcox. Kimcox may sell, assign, or transfer this Agreement, or any right or obligation hereunder. Client shall not assert, against any assignee, any defense, counterclaim, or setoff that Client may have against Kimcox. In the event an assignment occurs, Kimcox will notify the client of such assignment within ten (10) days.
34) Assignment by Client. Client may not sell, assign, or transfer this Agreement, or any right or obligation hereunder, without prior written consent of Kimcox.
35) Amendment. No amendment or modification of this Agreement or any Work Order (including any schedules or exhibits) shall be valid or binding upon the parties unless such amendment or modification specifically refers to this Agreement, is in writing, and is signed by an authorized officer of each party.
36) Merger. This Agreement, together with any Work Order(s), sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings related to the Services, and no representation, promise, inducement or statement of intention has been made by either party which is not embodied herein. Any document that is not expressly and specifically incorporated into this Agreement or any Work Order shall act only to provide illustrations or descriptions of Services to be provided, and shall not act to modify this Agreement or provide binding contractual language between the parties. Kimcox shall not be bound by any agents’ or employees’ representations, promises or inducements not explicitly set forth herein.
37) Force Majeure. Kimcox shall not be liable to Client for delays or failures to perform its obligations under this Agreement or any Work Order because of circumstances beyond its reasonable control. Such circumstances include, but shall not be limited to, any acts or omissions of any governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, disputes or differences with workmen, power failure, communications delays/outages, delays in transportation or deliveries of supplies or materials, acts of God, or any other events beyond the reasonable control of Kimcox.
38) Non-Solicitation. Client acknowledges and agrees that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, Client will not, individually or in conjunction with others, directly or indirectly solicit, induce or influence any of Kimcox’s employees or subcontractors to discontinue or reduce the scope of their business relationship with Kimcox, or recruit, solicit or otherwise influence any employee or agent of Kimcox to discontinue such employment or agency relationship with Kimcox. In the event that Client violates the terms of the restrictive covenants in this Agreement, the parties acknowledge and agree that the damages to Kimcox would be difficult or impracticable to determine, and agree that in such event, as Kimcox’s sole and exclusive remedy therefore, Client shall pay Kimcox as liquidated damages and not as a penalty an amount equal to fifty percent (50%) percent of that employee or subcontractor’s first year of base salary or base fees with Client (including any signing bonus).
39) Independent Contractor. Each party is an independent contractor of the other, and neither is an employee or partner of the other.
40) Subcontractors. Kimcox may subcontract part or all of the Services to one or more third parties provided, however that Kimcox shall be responsible for, and shall guarantee, all work performed by any Kimcox-designated subcontractor as if Kimcox performed such work itself. Notwithstanding the foregoing, Kimcox shall not delegate or subcontract any Services that are expressly designated as being non-delegable by Client on a Work Order.
41) Counterparts. The parties may execute and deliver this Agreement and any Work Order in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed to be one agreement. Each party acknowledges and agrees that this Agreement is intended to be executed and transmitted to the other party via electronic means. Accordingly, a party may execute and deliver this Agreement (or any Work Order) electronically (e.g., by digital signature and/or electronic reproduction of a handwritten signature), and the receiving party shall be entitled to rely upon the apparent integrity and authenticity of such signature for all purposes.