Except pursuant to a merger or acquisition resulting in the acquisition of all or substantially all of the Company’s assets or capital stock (in which case the Company may assign this Agreement without Reseller’s consent), neither party may assign, delegate, sub-contract or otherwise transfer this Agreement or any of its rights and obligations hereunder, whether voluntarily, by operation of law or otherwise, without the other party’s prior written approval.

[PARTY] shall not (a) create or attempt to create by reverse engineering, disassembly, decompilation or otherwise, the source code, (or the underlying ideas, algorithms, structure or organization) from the Service, or any part thereof, or aid or permit others to do so, except and only to the extent expressly permitted by applicable law; (b) remove or alter any trademark, logo, copyright or other proprietary notices or markings in the Service; or (c) copy, modify or create any Derivative Work of, the Service or any portion thereof.tions under this Agreement.

The [PARTY 1] hereby remises, covenants not to sue, release, acquits, waives and forever discharges and relieves [PARTY 2] and all of its parents, subsidiaries, and affiliates and the officers, directors, agents, attorneys and employees of each in their capacities as such (hereinafter refereed to as “Releasees”) of, from, regarding and/or on account of any and all rights, benefits, interest, liabilities, claims, demand, actions, causes of action, suits, debts, covenants, obligations, accounts due, contracts, rights to payment, damages, lost profits, costs, fees, counterclaims, attorney’s fees, interest, penalties, offset, setoff, losses and claims and defenses of any nature and kind whatsoever, whether at law, equity or in administrative proceedings, whether at common law (tort, contract or other theory) or pursuant to federal, state or local statute, rule, ordinance or regulation, whether vested or contingent, whether known or unknown, whether liquidated or unliqudated, whether matured or unmatured whether disputed or undisputed, which any or all of them ever had, now have or which may result from the existing, past or present state of things, from the beginning of the world to the date hereof, against or related in any way to Releasees arising out of or relating to the [circumstances]. It is hereby further understood and agreed that the acceptance and delivery of this release by the [PARTY 1] shall not deemed or construed as an admission of liability by the [PARTY 1], and the [PARTY 1] expressly denies liability of any nature whatsoever arising from or related to the subject of this Release.

[PARTY] shall maintain accurate, complete records of its marketing, sales and support services activities under this Agreement. The Company or its representatives may, upon reasonable notice to [PARTY] and during normal working hours, inspect those agreements and business records of [PARTY] necessary to verify [PARTY’S] compliance with this Agreement. The audit will be conducted at the Company’s expense unless the results of such audit establish that [PARTY] has underpaid the Company by more than ____ percent (__%) of the amount due over the audited period, in which case [PARTY] shall pay all amounts due and bear the expenses of the audit. All information obtained by the Company or its representatives conducting the audit will be [PARTY’S] Confidential Information subject to the terms hereof.

Nothing contained herein shall be construed as creating a partnership, employment relationship or agency relationship between [PARTY 1] AND [PARTY 2] or as authorizing either party to act as agent for the other. Each party shall maintain their separate identity.