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Software, or may assign the right to receive <br />payments, without Customer's consent. Customer <br />will be notified in writing if Farragut makes an <br />assignment of this Agreement. Gustomer shall <br />not assign this Agreement without the express <br />written consent of Farragut, such consent not to <br />be unreasonably withheld. In the event of any <br />permitted assignment of this Agreement, the <br />assignee shall assume in writing the liabilities and <br />responsibilities of the assignor. Any attempted <br />assignment in violation of this section will be void. <br />Subject to the foregoing, this Agreement wilt bind <br />and inure to the benefit of the parties, their <br />respective successors and permit#ed assigns. <br />ii.9 Third-Party Rights. The <br />enforcement of the terms and conditions of this <br />Agreement and all rights of action relating to such <br />enforcement will be strictly reserved to Customer <br />and Farragut, and nothing contained in this <br />Agreement wilt give ar allow any claim or right of <br />action whatsoever by any third person. It is the <br />express intent of the parties to this Agreement that <br />any person, other than Customer or Farragut, <br />receiving services or benefits under this <br />Agreement will be deemed an incidental <br />beneficiary only and will not have any rights under <br />this Agreement. <br />11.10 Independent Contractors. The <br />parties are independent contractors. Neither party <br />will have any right, power or authority to act or <br />create an obligation, express or implied, on behalf <br />of the other party except to the extent, if any, as <br />speci#Ically proyided by this. Agreement. No#hing <br />in this Agreement will be construed to create any <br />partnership, association, joint venture or <br />employment relationship between the parties. <br />1 i.i 1 Notices. A notice required or <br />permitted to be given under this Agreement by one <br />party to the other. must be in writing, addressed to <br />the parry to wham the notice is given at their <br />address set forth on the Signature Page, and shall <br />be given by: (i) actual delivery, in which case the <br />notice will be deemed given upon delivery, or (ii) <br />deposit in the United Stales Mail, postage prepaid, <br />by registered or cer#ified matt with return receipt <br />requested, in which case the notice will be <br />deemed given on the fifth business day following <br />such deposit. Each party may change its address <br />for notice by giving written notice of the change to <br />the other party. <br />11.12 Counterparts. This Agreement <br />may be executed in one or more counterparts, <br />each of which will be deemed an original, but all of <br />which together wilt constitute one and the same <br />instrument. <br />12. 17eflnltlons. <br />"Anniversary Date" means each <br />anniversary of the Effective Date of this <br />Agreement. <br />" muter" means the single computer <br />unit, regardless of platform or operating <br />environment, on which Customer loads the <br />Software covered by this Agreement. <br />"Confidential Information" means the <br />Software, Documentation, designs and <br />configurations of the Software, trade secrets and <br />related documentation, and all other in#ormation <br />confidential to Farragut or its suppliers or <br />licensors. <br />"Delivery Date" means the date the <br />Software is delivered or made available to <br />Customer (including by making the Software <br />available for download}. <br />"Documentation' means all user <br />documen#ation relating to the Software provided or <br />made available to Customer by Farragut, whether <br />as hard copy or as electronic copy, including but <br />not limited to operating manuals, user <br />documentation, environmental specifications and <br />other documentation. <br />"Key Operator" means an employee of <br />Customer who has been trained in the proper use <br />of the Software and has been designated by <br />Customer as their Key Operator. The initial Key <br />Operator(s) are iden#ified in Schedule 13 of this <br />Agreement. <br />"Software" means the software code and <br />associated support files of the Software described <br />on Schedule A and its Documentation., including <br />all Software Maintenance Releases, and other <br />modifications, including custom modifications <br />created by Farragut, if any, to such computer <br />programs and code, and ail copies of the <br />foregoing, delivered to Customer hereunder. <br />"Warranty Period" means the 90 day <br />period beginning with the Delivery Date. <br />-9- <br />