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860520
<br />11.2.2016
<br />with respect to the transactions contemplated hereby and supersedes all prior agreements between them, written
<br />or oral.
<br />25.5 Severability. In the event that any term or provision of this Agreement is held to be illegal, invalid
<br />or unenforceable under any applicable law, rule or regulation, such term or provision shall be deemed severed
<br />from this Agreement, and the remaining terms and provisions shall remain unaffected thereby; provided that, the
<br />invalid term does not materially alter the basic purpose or intent of this Agreement.
<br />25.6 Assignment. Nothing in this Agreement shall permit assignment by Clarity or Client without the
<br />express prior written consent of the other Parry.
<br />25.7 Waiver of Breach. No waiver of a breach of any provision of this Agreement shall be construed
<br />to be a waiver of any breach of any other provision of this Agreement or of any succeeding breach.
<br />25.8 Entire Agreement; Amendments. This Agreement constitutes the entire arrangement and
<br />understanding between Clarity and Client as it relates to the subject matters addressed herein, and it supersedes
<br />any and all prior arrangements, agreements or understandings between them. This Agreement shall not be
<br />changed or modified except by an instrument in writing executed by Clarity and Client. Without limiting any other
<br />provision herein, in the event that rules, policies, directives and/or orders of any applicable federal, state, or local
<br />agency, necessitate modifications or amendments to this Agreement, the Parties agree to so modify or amend
<br />this Agreement to conform with such rules, policies, directive and/or orders; provided that, they do not
<br />materially affect the rights, duties and obligations of Clarity and Client hereunder.
<br />25.9 Interpretation of Agreement. This Agreement has been independently, separately and freely
<br />negotiated by Clarity and Client of equal bargaining power, as if this Agreement were drafted by both Parties.
<br />Clarity and Client therefore waive any statutory or common law presumption which would serve to have this
<br />document construed in favor of, or against, any Party as the drafter hereof.
<br />25.10 No Oral Statements or Amendments to Agreement. Any oral statements by Clarity and
<br />Client, or by their respective agents or representatives, shall not be used to interpret, or as an aid in
<br />determining the meaning and intent of, any provision of this Agreement. In addition, there shall be no oral
<br />amendments, revisions, nor any other oral changes or modifications to this Agreement. Any and all such
<br />items shall only be in writing signed by authorized representatives of Clarity and Client.
<br />25.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be
<br />considered an original and all of which together shall constitute one and the same instrument.
<br />25.12 Integration of Agreements. This Agreement, and any other agreements executed by Clarity and
<br />Client, shall constitute one integrated business arrangement between them, and all these agreements shall
<br />be interpreted as one integrated whole.
<br />25.13 Attorney's Fees and Costs. Except as specifically provided in this Agreement, if any action at
<br />law or in equity, or any arbitration, is brought by Clarity and Client against the other, each Party shall be
<br />responsible for its own attorneys' fees, costs and any other disbursements expended in such action.
<br />25.14 Subject Headings. The subject headings of the sections and subsections of this Agreement are
<br />included solely for purposes of convenience and reference and shall not be deemed to explain, modify, limit,
<br />amplify or aid in the meaning, construction or interpretation of any provisions of this Agreement.
<br />25.15 Parties in Interest. Except for Clarity and Client, and their respective, legal representatives,
<br />successors and assigns, nothing in this Agreement, whether expressed or implied, is intended to confer upon
<br />any other person any rights or remedies under, or by reason of, this Agreement. In addition, no provision
<br />hereof gives any entity or person any right of subrogation or action against either Party hereto.
<br />25.16 Third Party Acts. Clarity and Client will not be responsible for any failure to provide services, or
<br />to correct any condition, which is beyond its reasonable control, including but not limited to any acts or
<br />omissions by any third party.
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