Common use of Confidentiality and Intellectual Property Rights Clause in Contracts

Confidentiality and Intellectual Property Rights. Square Box and you agree that certain confidential information (including but not limited to know-how, documents, user guides, software, any support advice provided by Square Box in connection with the maintenance services in written or verbal form and anything else marked as confidential) may be exchanged throughout the performance of the Maintenance Support Services. Each party shall hold each other’s confidential information in confidence and shall not use such confidential information for any purpose other than the implementation of this maintenance support agreement or disclose such confidential information to any third party. Nothing in this maintenance support agreement shall prevent disclosure of confidential information where required to so by law and/or a regulatory authority. Information which is already in the public domain without a breach of this Confidentiality provision, has been independently created by the other party or was previously known by the other party such creation and/or knowledge being capable of independent substantiation, shall not be deemed to be confidential information. The provisions of this paragraph are intended to survive termination of this support maintenance agreement and shall remain in force for 3 years thereafter. Nothing in this maintenance support agreement is intended to transfer any intellectual property rights from Square Box to you. Any intellectual property in and/or created as a result of suggestions for product enhancements in any communication related to Support Maintenance Services shall be owned by and vested in Square Box. You agree that you shall undertake all steps reasonably required by Square Box (at Square Box’s cost) to give effect to this paragraph. Other Square Box shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), indemnity, breach of statutory duty or otherwise, arising under or in connection with this maintenance support agreement for: (i) loss of: profits, sales, business, revenue, anticipated savings, business opportunity, goodwill, reputation, data (ii) any special, indirect or consequential loss or damage and/or (iii) any business interruption. Square Box shall not be liable for any losses caused by your use a CatDV software product other than in accordance with the corresponding software license agreement, nor for any third party manufactured software products. Other than the losses set out immediately above, Square Box’s maximum aggregate liability under or in connection with this maintenance support agreement shall be limited to an amount equivalent to the Charges paid in the previous 12 month period. Nothing in this maintenance support agreement shall exclude our liability for death, personal injury, fraud, fraudulent misrepresentation or any other liability which cannot be excluded at law. This clause will survive termination or expiry of this maintenance and support agreement. Either party may terminate this maintenance support agreement immediately upon notice in writing to the other party in the event that the other party commits a breach of its obligations under this maintenance support agreement and such breach is material and cannot be remedied; or such breach is material and possible to remedy and that other party fails to remedy such breach within thirty (30) days of having been required in writing to remedy such breach. Either party may terminate this maintenance support agreement immediately upon notice in writing to the other party in the event that the other party becomes insolvent, is wound up, enters into liquidation, has a receiver appointed, or undergoes any similar procedure available in the country in which it is established. This paragraph shall apply only to data originating in the European Union. The definitions and interpretations in the Data Protection Act 1998 (and any subsequent amendment or re-enactment that does not substantively change the original enactment) (“the Act”) shall apply to this paragraph. Where necessary to enable Square Box to deliver the Services, for such purposes Square Box shall have your authority to process personal data on your behalf in accordance with this paragraph. When Square Box does so, it shall act on your instructions only and it shall take appropriate technical and organisational measures designed to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. Square Box shall not transfer any personal data outside of the EEA without your prior written consent Neither Square Box nor you shall be in breach of this maintenance support agreement or liable for any delay in performing (or failure to perform) any of its obligations under this agreement where such delay or failure arises from events beyond its reasonable control. If the period of delay lasts for 3 months then the other party may elect to terminate this maintenance support agreement by providing written notice. This maintenance support agreement contains the entire agreement between us and you with respect to the subject matter of this maintenance support agreement (the “Subject Matter”) and supersedes and replaces all other written and oral communications between us and you relating to the Subject Matter. Except for the express provisions in this maintenance support agreement (and any express provisions contained in any documentation which is expressly incorporated), all other warranties, conditions, terms, representations, statements, undertakings and obligations whether express or implied by statute, common law, custom, usage or otherwise are hereby excluded to the maximum extent permitted by law. Square Box and you hereby confirm that neither Square Box nor you have relied upon any representations, communications or other matters which have not been expressly stated in this maintenance support agreement, whether as an inducement to enter into this maintenance support agreement or otherwise. Notwithstanding any provision to the contrary, nothing in this maintenance support agreement limits or excludes our or your liability for fraudulent misrepresentations. You agree that any purchase order applicable to this Agreement will not contain any additional terms and conditions or vary the terms of this Agreement and to the extent that terms are conditions are attached to any applicable purchase order they will be deemed void. Square Box may subcontract, assign, novate or otherwise transfer its rights and obligations under this maintenance support agreement to another organization, this will not affect your rights under this maintenance support agreement. Otherwise, this maintenance support agreement may not be assigned, novated or otherwise transferred. No failure or delay by Square Box or by you to exercise any right or remedy provided under this agreement or by law shall constitute a waiver. No variation of this maintenance support agreement shall be effective unless it is in writing and signed by both parties, save that Square Box Systems may at its discretion update this maintenance support agreement from time to time. Customers that have registered their maintenance support agreement (at xxxx://xxx.xxxxxxxxx.xxx/register-support-contract/) will be notified in advance using the contact details provided, otherwise you should periodically review the latest version of the maintenance support agreement online to see if any changes have been made to this maintenance support agreement. No person other than a party to this maintenance support agreement shall have any rights to enforce any term of this maintenance support agreement. If any part of this maintenance support agreement becomes invalid, illegal and/or unenforceable then it shall be deemed to be modified to the extent necessary to make it valid, legal and enforceable. Nothing in this maintenance support agreement is intended to establish any partnership, agency or joint venture. Square Box and you agree that we are each acting on our own behalf and not for the benefit of anyone else. The rights and remedies in this support maintenance agreement are in addition to, and not exclusive of, any rights or remedies at law.

Confidentiality and Intellectual Property Rights. Square Box and you The Parties have prior to this Agreement entered into a Confidential Disclosure Agreement, dated July 13, 2009, attached to this Agreement as Appendix 3. The Parties agree that certain confidential information (including but not limited all their obligations and rights under the aforementioned Confidential Disclosure Agreement shall apply also with respect to knowthe Parties co-how, documents, user guides, software, any support advice operation under this Agreement. The Parties acknowledge that Nycomed is and shall at all times remain the sole owner of all inputs provided by Square Box in connection with the maintenance services in written or verbal form and anything else marked as confidential) may be exchanged throughout the performance of the Maintenance Support Services. Each party shall hold each other’s confidential information in confidence and shall not use such confidential information for any purpose Nycomed under this Agreement (e.g. other than the implementation of this maintenance support agreement or disclose such confidential information to any third party. Nothing in this maintenance support agreement shall prevent disclosure of confidential information where required to so by law and/or a regulatory authority. Information which is already in the public domain without a breach of this Confidentiality provisionstudy materials, has been independently created by the other party or was previously known by the other party such creation and/or knowledge being capable of independent substantiationequipment, shall not be deemed to be confidential information) as well as all results and outputs (e.g. all documents like records, results, data stored in respective databases, specimen and other study materials) related to the activities provided hereunder. The provisions EXTERNAL PROVIDER hereby assigns or procure the assignment to Nycomed of this paragraph are intended to survive termination of this support maintenance agreement any and shall remain all rights, title, and interest that the EXTERNAL PROVIDER may have in force for 3 years thereafter. Nothing in this maintenance support agreement is intended to transfer any and all inventions, improvements, discoveries, developments, trade secrets, software or other intellectual property rights from Square Box to you. Any intellectual property in and/or created property, developed as a result of suggestions performing activities for product enhancements in any communication Nycomed under this Agreement and that are related to Support Maintenance Services the Nycomed Product ("Intellectual Property"). Upon request from Nycomed, the EXTERNAL PROVIDER shall execute such further assignments, documents, and other instruments as may be necessary to assign Intellectual Property to Nycomed and to assist Nycomed, at Nycomed's costs and expenses in applying for, obtaining and enforcing patents or other rights with respect to any Nycomed Intellectual Property. DELIVERY Delivery of the Product shall be owned made [***] from the Subcontractor's Facility unless otherwise mutually agreed. Title as the EXTERNAL PROVIDER has in Products and risk of loss or of damage to Products shall remain with the EXTERNAL PROVIDER until Products are loaded onto the carrier's vehicle by the EXTERNAL PROVIDER for shipment at the Subcontractor's Facility at which time title and vested in Square Box. You agree that you shall undertake all steps reasonably required by Square Box (at Square Box’s cost) to give effect to this paragraph. Other Square Box shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), indemnity, breach risk of statutory duty or otherwise, arising under or in connection with this maintenance support agreement for: (i) loss of: profits, sales, business, revenue, anticipated savings, business opportunity, goodwill, reputation, data (ii) any special, indirect or consequential loss or damage and/or (iii) any business interruptionshall transfer to the Nycomed. Square Box shall not be liable for any losses caused by your use a CatDV software product other than in accordance with the corresponding software license agreement, nor for any third party manufactured software products. Other than the losses set out immediately above, Square Box’s maximum aggregate liability under Any shipment from Nycomed or in connection with this maintenance support agreement Nycomed subcontractor to EXTERNAL PROVIDER shall be limited to an amount equivalent to made [***] the Charges paid in the previous 12 month period. Nothing in this maintenance support agreement shall exclude our liability for death, personal injury, fraud, fraudulent misrepresentation or any other liability which cannot be excluded at law. This clause will survive termination or expiry of this maintenance and support agreement. Either party may terminate this maintenance support agreement immediately upon notice in writing to the other party in the event that the other party commits a breach of its obligations under this maintenance support agreement and such breach is material and cannot be remedied; or such breach is material and possible to remedy and that other party fails to remedy such breach within thirty (30) days of having been required in writing to remedy such breach. Either party may terminate this maintenance support agreement immediately upon notice in writing to the other party in the event that the other party becomes insolvent, is wound up, enters into liquidation, has a receiver appointed, or undergoes any similar procedure available in the country in which it is established. This paragraph shall apply only to data originating in the European Union. The definitions and interpretations in the Data Protection Act 1998 (and any subsequent amendment or re-enactment that does not substantively change the original enactment) (“the Act”) shall apply to this paragraph. Where necessary to enable Square Box to deliver the Services, for such purposes Square Box shall have your authority to process personal data on your behalf in accordance with this paragraph. When Square Box does so, it shall act on your instructions only and it shall take appropriate technical and organisational measures designed to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. Square Box shall not transfer any personal data outside of the EEA without your prior written consent Neither Square Box nor you shall be in breach of this maintenance support agreement or liable for any delay in performing (or failure to perform) any of its obligations under this agreement where such delay or failure arises from events beyond its reasonable control. If the period of delay lasts for 3 months then the other party may elect to terminate this maintenance support agreement by providing written notice. This maintenance support agreement contains the entire agreement between us and you with respect to the subject matter of this maintenance support agreement (the “Subject Matter”) and supersedes and replaces all other written and oral communications between us and you relating to the Subject Matter. Except for the express provisions in this maintenance support agreement (and any express provisions contained in any documentation which is expressly incorporated), all other warranties, conditions, terms, representations, statements, undertakings and obligations whether express or implied by statute, common law, custom, usage or otherwise are hereby excluded to the maximum extent permitted by law. Square Box and you hereby confirm that neither Square Box nor you have relied upon any representations, communications or other matters which have not been expressly stated in this maintenance support agreement, whether as an inducement to enter into this maintenance support agreement or otherwise. Notwithstanding any provision to the contrary, nothing in this maintenance support agreement limits or excludes our or your liability for fraudulent misrepresentations. You agree that any purchase order applicable to this Agreement will not contain any additional terms and conditions or vary the terms of this Agreement and to the extent that terms are conditions are attached to any applicable purchase order they will be deemed void. Square Box may subcontract, assign, novate or otherwise transfer its rights and obligations under this maintenance support agreement to another organization, this will not affect your rights under this maintenance support agreement. Otherwise, this maintenance support agreement may not be assigned, novated or otherwise transferred. No failure or delay by Square Box or by you to exercise any right or remedy provided under this agreement or by law shall constitute a waiver. No variation of this maintenance support agreement shall be effective unless it is in writing and signed by both parties, save that Square Box Systems may at its discretion update this maintenance support agreement from time to time. Customers that have registered their maintenance support agreement (at xxxx://xxx.xxxxxxxxx.xxx/register-support-contract/) will be notified in advance using the contact details provided, otherwise you should periodically review the latest version of the maintenance support agreement online to see if any changes have been made to this maintenance support agreement. No person other than a party to this maintenance support agreement shall have any rights to enforce any term of this maintenance support agreement. If any part of this maintenance support agreement becomes invalid, illegal and/or unenforceable then it shall be deemed to be modified to the extent necessary to make it valid, legal and enforceable. Nothing in this maintenance support agreement is intended to establish any partnership, agency or joint venture. Square Box and you agree that we are each acting on our own behalf and not for the benefit of anyone else. The rights and remedies in this support maintenance agreement are in addition to, and not exclusive of, any rights or remedies at lawSubcontractor's Facility.

Confidentiality and Intellectual Property Rights. Square Box and you agree that certain confidential information (including but not limited to know-how, documents, user guides, software, any support advice provided by Square Box in connection with the maintenance services in written or verbal form and anything else marked as confidential) may be exchanged throughout the performance of the Maintenance Support Services. Each party shall hold each other’s confidential information in confidence and shall not use such confidential information for any purpose other than the implementation of this maintenance support agreement or disclose such confidential information to any third party. Nothing in this maintenance support agreement shall prevent disclosure of confidential information where required to so by law and/or a regulatory authority. Information which is already in the public domain without a breach of this Confidentiality provision, has been independently created by the other party or was previously known by the other party such creation and/or knowledge being capable of independent substantiation, shall not be deemed to be confidential information. The provisions of this paragraph are intended to survive termination of this support maintenance agreement and shall remain in force for 3 years thereafter. Nothing in this maintenance support agreement is intended to transfer any intellectual property rights from Square Box to you. Any intellectual property in and/or created as a result of suggestions for product enhancements in any communication related to Support Maintenance Services shall be owned by and vested in Square Box. You agree that you shall undertake all steps reasonably required by Square Box (at Square Box’s cost) to give effect to this paragraph. Other Square Box shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), indemnity, breach of statutory duty or otherwise, arising under or in connection with this maintenance support agreement for: (i) loss of: profits, sales, business, revenue, anticipated savings, business opportunity, goodwill, reputation, data (ii) any special, indirect or consequential loss or damage and/or (iii) any business interruption. Square Box shall not be liable for any losses caused by your use a CatDV software product other than in accordance with the corresponding software license agreement, nor for any third party manufactured software products. Other than the losses set out immediately above, Square Box’s maximum aggregate liability under or in connection with this maintenance support agreement shall be limited to an amount equivalent to the Charges paid in the previous 12 month period. Nothing in this maintenance support agreement shall exclude our liability for death, personal injury, fraud, fraudulent misrepresentation or any other liability which cannot be excluded at law. This clause will survive termination or expiry of this maintenance and support agreement. Either party may terminate this maintenance support agreement immediately upon notice in writing to the other party in the event that the other party commits a breach of its obligations under this maintenance support agreement and such breach is material and cannot be remedied; or such breach is material and possible to remedy and that other party fails to remedy such breach within thirty (30) days of having been required in writing to remedy such breach. Either party may terminate this maintenance support agreement immediately upon notice in writing to the other party in the event that the other party becomes insolvent, is wound up, enters into liquidation, has a receiver appointed, or undergoes any similar procedure available in the country in which it is established. This paragraph shall apply only to data originating in the European Union. The definitions and interpretations in the Data Protection Act 1998 2018 (DPA 2018) (and any subsequent amendment or re-enactment that does not substantively change the original enactment) (“the Act”) shall apply to this paragraph. Where necessary to enable Square Box to deliver the Services, for such purposes Square Box shall have your authority to process personal data data, but not sensitive personal data, on your behalf in accordance with this paragraph. When Square Box does so, it shall collect, process and store information in line with GDPR regulations, and shall act on your instructions only and it shall take appropriate technical and organisational measures designed to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. Square Box shall not transfer any personal data outside of the EEA without your prior written consent consent, and will not sell or rent personal data or otherwise intentionally reveal them to any third party, unless required to do so by law. In accordance with the EU GDPR, you have the right to access, request a copy of, or request deletion of, information we hold about you. Please email xxxx@xxxxxxxxx.xxx and someone will respond to you within 40 days. Neither Square Box nor you shall be in breach of this maintenance support agreement or liable for any delay in performing (or failure to perform) any of its obligations under this agreement where such delay or failure arises from events beyond its reasonable control. If the period of delay lasts for 3 months then the other party may elect to terminate this maintenance support agreement by providing written notice. This maintenance support agreement contains the entire agreement between us and you with respect to the subject matter of this maintenance support agreement (the “Subject Matter”) and supersedes and replaces all other written and oral communications between us and you relating to the Subject Matter. Except for the express provisions in this maintenance support agreement (and any express provisions contained in any documentation which is expressly incorporated), all other warranties, conditions, terms, representations, statements, undertakings and obligations whether express or implied by statute, common law, custom, usage or otherwise are hereby excluded to the maximum extent permitted by law. Square Box and you hereby confirm that neither Square Box nor you have relied upon any representations, communications or other matters which have not been expressly stated in this maintenance support agreement, whether as an inducement to enter into this maintenance support agreement or otherwise. Notwithstanding any provision to the contrary, nothing in this maintenance support agreement limits or excludes our or your liability for fraudulent misrepresentations. You agree that any purchase order applicable to this Agreement will not contain any additional terms and conditions or vary the terms of this Agreement and to the extent that terms are conditions are attached to any applicable purchase order they will be deemed void. Square Box may subcontract, assign, novate or otherwise transfer its rights and obligations under this maintenance support agreement to another organization, this will not affect your rights under this maintenance support agreement. Otherwise, this maintenance support agreement may not be assigned, novated or otherwise transferred. No failure or delay by Square Box or by you to exercise any right or remedy provided under this agreement or by law shall constitute a waiver. No variation of this maintenance support agreement shall be effective unless it is in writing and signed by both parties, save that Square Box Systems may at its discretion update this maintenance support agreement from time to time. Customers that have registered their maintenance support agreement (at xxxx://xxx.xxxxxxxxx.xxx/register-support-contract/) will be notified in advance using the contact details provided, otherwise you should periodically review the latest version of the maintenance support agreement online to see if any changes have been made to this maintenance support agreement. No person other than a party to this maintenance support agreement shall have any rights to enforce any term of this maintenance support agreement. If any part of this maintenance support agreement becomes invalid, illegal and/or unenforceable then it shall be deemed to be modified to the extent necessary to make it valid, legal and enforceable. Nothing in this maintenance support agreement is intended to establish any partnership, agency or joint venture. Square Box and you agree that we are each acting on our own behalf and not for the benefit of anyone else. The rights and remedies in this support maintenance agreement are in addition to, and not exclusive of, any rights or remedies at law.

Confidentiality and Intellectual Property Rights. Square Box and you agree that certain confidential information (including but not limited to know-how, documents, user guides, software, any support advice provided by Square Box in connection with the maintenance technical services in written or verbal form and anything else marked as confidential) may be exchanged throughout the performance of the Maintenance Technical Support Services. Each party shall hold each other’s confidential information in confidence and shall not use such confidential information for any purpose other than the implementation of this maintenance technical support agreement or disclose such confidential information to any third party. Nothing in this maintenance technical support agreement shall prevent disclosure of confidential information where required to so by law and/or a regulatory authority. Information which is already in the public domain without a breach of this Confidentiality provision, has been independently created by the other party or was previously known by the other party such creation and/or knowledge being capable of independent substantiation, shall not be deemed to be confidential information. The provisions of this paragraph are intended to survive termination of this support maintenance technical agreement and shall remain in force for 3 years thereafter. Nothing in this maintenance technical support agreement is intended to transfer any intellectual property rights from Square Box to you. Any intellectual property in and/or created as a result of suggestions for product enhancements in any communication related to Support Maintenance Technical Services shall be owned by and vested in Square Box. You agree that you shall undertake all steps reasonably required by Square Box (at Square Box’s cost) to give effect to this paragraph. Other Square Box shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), indemnity, breach of statutory duty or otherwise, arising under or in connection with this maintenance technical support agreement for: (i) loss of: profits, sales, business, revenue, anticipated savings, business opportunity, goodwill, reputation, data (ii) any special, indirect or consequential loss or damage and/or (iii) any business interruption. Square Box shall not be liable for any losses caused by your use a CatDV software product other than in accordance with the corresponding software license agreement, nor for any third party manufactured software products. Other than the losses set out immediately above, Square Box’s maximum aggregate liability under or in connection with this maintenance technical support agreement shall be limited to an amount equivalent to the Charges paid in the previous 12 month period. Nothing in this maintenance technical support agreement shall exclude our liability for death, personal injury, fraud, fraudulent misrepresentation or any other liability which cannot be excluded at law. This clause will survive termination or expiry of this maintenance technical and support agreement. Either party may terminate this maintenance technical support agreement immediately upon notice in writing to the other party in the event that the other party commits a breach of its obligations under this maintenance technical support agreement and such breach is material and cannot be remedied; or such breach is material and possible to remedy and that other party fails to remedy such breach within thirty (30) days of having been required in writing to remedy such breach. Either party may terminate this maintenance technical support agreement immediately upon notice in writing to the other party in the event that the other party becomes insolvent, is wound up, enters into liquidation, has a receiver appointed, or undergoes any similar procedure available in the country in which it is established. This paragraph shall apply only to data originating in the European Union. The definitions and interpretations in the Data Protection Act 1998 (and any subsequent amendment or re-enactment that does not substantively change the original enactment) (“the Act”) shall apply to this paragraph. Where necessary to enable Square Box to deliver the Services, for such purposes Square Box shall have your authority to process personal data on your behalf in accordance with this paragraph. When Square Box does so, it shall act on your instructions only and it shall take appropriate technical and organisational measures designed to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. Square Box shall not transfer any personal data outside of the EEA without your prior written consent Neither Square Box nor you shall be in breach of this maintenance technical support agreement or liable for any delay in performing (or failure to perform) any of its obligations under this agreement where such delay or failure arises from events beyond its reasonable control. If the period of delay lasts for 3 months then the other party may elect to terminate this maintenance technical support agreement by providing written notice. This maintenance technical support agreement contains the entire agreement between us and you with respect to the subject matter of this maintenance technical support agreement (the “Subject Matter”) and supersedes and replaces all other written and oral communications between us and you relating to the Subject Matter. Except for the express provisions in this maintenance technical support agreement (and any express provisions contained in any documentation which is expressly incorporated), all other warranties, conditions, terms, representations, statements, undertakings and obligations whether express or implied by statute, common law, custom, usage or otherwise are hereby excluded to the maximum extent permitted by law. Square Box and you hereby confirm that neither Square Box nor you have relied upon any representations, communications or other matters which have not been expressly stated in this maintenance technical support agreement, whether as an inducement to enter into this maintenance technical support agreement or otherwise. Notwithstanding any provision to the contrary, nothing in this maintenance technical support agreement limits or excludes our or your liability for fraudulent misrepresentations. You agree that any purchase order applicable to this Agreement will not contain any additional terms and conditions or vary the terms of this Agreement and to the extent that terms are conditions are attached to any applicable purchase order they will be deemed void. Square Box may subcontract, assign, novate or otherwise transfer its rights and obligations under this maintenance technical support agreement to another organization, this will not affect your rights under this maintenance technical support agreement. Otherwise, this maintenance technical support agreement may not be assigned, novated or otherwise transferred. No failure or delay by Square Box or by you to exercise any right or remedy provided under this agreement or by law shall constitute a waiver. No variation of this maintenance technical support agreement shall be effective unless it is in writing and signed by both parties, save that Square Box Systems may at its discretion update this maintenance technical support agreement from time to time. Customers that have registered their maintenance technical support agreement (at xxxx://xxx.xxxxxxxxx.xxx/register-support-contract/xxxx://xxx.xxxxxxxxx.xxx/register-support- contract/) will be notified in advance using the contact details provided, otherwise you should periodically review the latest version of the maintenance technical support agreement online to see if any changes have been made to this maintenance technical support agreement. No person other than a party to this maintenance technical support agreement shall have any rights to enforce any term of this maintenance technical support agreement. If any part of this maintenance technical support agreement becomes invalid, illegal and/or unenforceable then it shall be deemed to be modified to the extent necessary to make it valid, legal and enforceable. Nothing in this maintenance technical support agreement is intended to establish any partnership, agency or joint venture. Square Box and you agree that we are each acting on our own behalf and not for the benefit of anyone else. The rights and remedies in this support maintenance technical agreement are in addition to, and not exclusive of, any rights or remedies at law.