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5 <br />1. <br />2. <br />3. <br />4. <br />5. <br />6. <br />7. <br />8. <br />9. <br />10. <br />business or strategic plans of the other party, and will also possess information relating to this <br />Agreement, including but not limited to the compensation paid to Contractor, franchisee and/or <br />subcontractor herein (collectively, "Confidential Information"). The receiving party shall not at any <br />time disclose the Confidential Information to any person, firm, partnership, corporation or other entity <br />(other than employees, lenders, professional advisors, franchisees and subcontractors of the receiving <br />party having a need to access the Confidential Information) for any reason whatsoever. Each party <br />shall take actions necessary to ensure that its employees, lenders, professional advisors, franchisees <br />and subcontractors having access to the Confidential Information do not disclose the Confidential <br />Information. Confidential Information shall not include information which (i) was in the receiving <br />party’s possession prior to disclosure, or (ii) is now or subsequently becomes, through no act or failure <br />to act by the receiving party, part of the public domain. <br />Representations and Warranties. Each party covenants and warrants to the other that: (i) it is an entity <br />duly formed, validly existing and in good standing under the laws of its jurisdiction of formation, (ii) <br />it has the power and capacity to enter into, execute and perform its obligations under this Agreement in <br />accordance with the terms and provisions hereof, and (iii) the execution and delivery of this Agreement <br />have been duly authorized by all proper corporate action. <br />Entire Agreement. This Agreement, incorporating the Estimate and any applicable signed Addendum, <br />shall constitute the entire agreement between the parties dealing with the subject matter hereof, and <br />any prior understanding or representation of any kind preceding the date of this Agreement and <br />dealing with the same subject matter shall not be binding upon either party, except to the extent <br />incorporated in this Agreement. This Agreement supersedes any prior written agreement. <br />Modification of Agreement. Except as provided in Section 5 herein, any modification of this <br />Agreement or additional obligation assumed by either party in connection with this Agreement shall be <br />binding only if placed in writing and signed by each party or an authorized representative of each <br />party. <br />No Waiver. Wavier of any provision of this Agreement or the performance or enforcement thereof <br />shall not constitute a continuing waiver of such provision or a waiver of any other provision of this <br />Agreement. Any such waiver must be in writing duly signed by the waiving party to be effective. <br />Independent Contractors. The parties acknowledge that Contractor, including its employees, <br />franchisees and subcontractors, are independent contractor/s providing Services to Customer, and <br />nothing herein shall be deemed to constitute or be construed as making Contractor, its employees, <br />subcontractors, or its franchisees, to be agents or employees of the Customer. <br />Binding Effect. This Agreement shall bind and inure to the benefit of the respective heirs, estates, <br />personal representatives, successors, and assignees of the parties. <br />Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the <br />laws of the State of Florida, without regard to its conflict of laws rules. Contractor and Customer agree <br />that any cause of action or litigation arising out of this Agreement shall be filed exclusively in federal <br />or state court in Miami-Date County, Florida, and Contractor and Customer irrevocably consent to the <br />jurisdiction and venue of such courts. <br />Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect <br />the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties <br />agree that the remaining provisions shall be deemed to be in full force and effect as if they had been <br />executed by both parties subsequent to the expungement of the invalid provision. <br />Docusign Envelope ID: 7BD29372-9C57-444E-BCFB-08BC7A7C8303