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DocuSign Envelope ID:76CF67A5-DD8E-4775-9AF0-37013D3CD9D1 <br /> inconsistent or conflicting terms and conditions contained in any purchase order issued by Customer <br /> shall be of no force or effect, even if the order is accepted by Spatialest. This Agreement shall be <br /> construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be <br /> no presumption or inference against the Party drafting this Agreement in construing or interpreting <br /> the provisions hereof. <br /> 10.2 Assignment <br /> This Agreement shall be binding upon and for the benefit of Spatialest, Customer and their permitted <br /> successors and assigns. Either Party may assign this Agreement and all Sales Orders without consent <br /> of the other Party to an Affiliate of such party or as part of a corporate reorganization, consolidation, <br /> merger, or sale of substantially all of its assets or business to which this Agreement relates provided <br /> that it gives the other Party prompt written notice of such assignment and the assignee is or otherwise <br /> agrees in writing to be bound by the terms and conditions of this Agreement. Except as expressly <br /> stated in this Agreement, neither Party may otherwise assign its rights or delegate its duties under this <br /> Agreement either in whole or in part without the prior written consent of the other Party, and any <br /> attempted assignment or delegation without such consent will be void. Spatialest may use <br /> independent contractors or subcontractors to assist in the delivery of Software and Services; provided, <br /> however, that Spatialest shall remain liable for the actions or omissions of such independent <br /> contractors or subcontractors and for the payment of their compensation. <br /> 10.3 Governing Law <br /> This Agreement shall be governed by and construed in accordance with the laws of the State of North <br /> Carolina, USA without regard to its conflict of law provisions. <br /> 10.4 Headings <br /> The headings to the sections of this Agreement are for ease of reference only and shall not affect the <br /> interpretation or construction of this Agreement. <br /> 10.5 Relationship of the Parties <br /> Spatialest and Customer are independent contractors, and nothing in this Agreement shall be <br /> construed as making them partners or creating the relationships of employer and employee, master <br /> and servant, or principal and agent between them, for any purpose whatsoever. Neither Party shall <br /> make any contracts, warranties or representations or assume or create any obligations, express or <br /> implied, in the other Party's name or on its behalf. <br /> 10.6 Publicity <br /> Neither party will use, publicize, or issue any press release which includes the name, trademarks, or <br /> other proprietary identifying symbol of the other party without the prior written consent of the other <br /> party; provided,that Spatialest may include Customer's name and logo on lists of selected Customers. <br /> 10.7 Force Majeure <br /> Spatialest Master Software and Services Agreement 12 <br />