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Rev. 1.01 <br />Page 7 of 7 <br /> <br />provided that you may assign this Agreement in its entirety (including all Order Forms), without the other <br />party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale <br />of all or substantially all of its assets. Notwithstanding the foregoing, if you are acquired by, sells <br />substantially all of your assets to, or undergo a change of control in favor of, a direct competitor of the <br />other party, then we may terminate this Agreement upon written notice. Subject to the foregoing, this <br />Agreement will bind and inure to the benefit of the parties, their respective successors and permitted <br />assigns. <br />10.2. Relationship of the Parties. <br />The parties are independent contractors. This Agreement does not create a partnership, franchise, joint <br />venture, agency, fiduciary or employment relationship between the parties. <br />11. GENERAL PROVISIONS <br />11.1. Manner of Giving Notice. <br />Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be <br />in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day <br />after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business <br />day after sending by email (provided email shall not be sufficient for notices of termination or an <br />indemnifiable claim). <br />11.2. Governing Law and Jurisdiction. <br />This Agreement is governed by the laws of the State of Washington, and venue for any court proceeding <br />is the Superior Court of King County, Washington. <br />11.3. Waiver. <br />No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of <br />that right. <br />11.4. Severability. <br />If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the <br />provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. <br /> <br /> <br />DOWNHOME SOLUTIONS, LLC <br />By ___________________________________________________ <br />Its ___________________________________________________ <br />Date ____________________ <br /> <br />PURCHASER <br />Organization/ <br />Business Name: _________________________________________ <br />By ___________________________________________________ <br />Its ___________________________________________________ <br />Date ___________________ <br />DocuSign Envelope ID: A02BA949-9D15-4C84-8EF8-1B9312966848