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A TRUE COPY CCR ; iF-;CAri0N ON LAST PAGE RYAN L. BUTLER, CLERK Section 10.06. No Third -Party Beneficiaries. This Agreement is not intended, and shall not be construed, to create third -party beneficiary rights in any person, including, but not limited to, any pharmacy or other provider or Eligible Person. Section 10.07. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of Florida (without regard to its conflict of laws rules). Section 10.08. Relationship of Parties. This Agreement is not intended, and shall not be construed, to create any relationship between Client and RIGHTWAY other than that of independent contractors. Neither Client nor RIGHTWAY shall be construed to be the agent, partner, employee, fiduciary or representative of the other, and neither party shall have the right to make any representations concerning the duties, obligations or services of the other except as consistent with the express terms of this Agreement or as otherwise authorized in writing by the other party. Nothing in this Agreement shall confer upon any person or entity other than the parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever. Section 10.09. Amendment; Waiver. Except as otherwise provided herein, this Agreement may not be amended except in a writing signed by both parties. RIGHTWAY may make non -material changes to the Services from time to time provided such changes do not materially alter any of the provisions of this Agreement and do not cause an increase in cost to Client or Eligible Persons. The failure of either party to insist upon the strict observation or performance of any term or provision of this Agreement or to exercise any right or remedy will not impair or waive any such right or remedy or constitute a waiver of any subsequent breach of the same term or provision or any other term or provision hereof. Section 10.10. Effect of Invalidity In the event a provision of this Agreement is rendered invalid or unenforceable by state or federal statute or regulations or declared null and void by any court or agency of competent jurisdiction, that provision will be deemed stricken, and the remaining provisions of this Agreement will remain in full force and effect. Section 10.11. Assignment. Neither party may assign or transfer its rights or obligations under this Agreement, in whole or in part, without the other party's prior written consent, which shall not be unreasonably qualified or delayed. Any attempted assignment without that consent shall be void. Notwithstanding the forgoing, RIGHTWAY may assign this Agreement to any parent company or affiliate which is able to the meet its obligations hereunder without consent. Any assignment or delegations in violation of this section shall be deemed null, void, and of no force or effect. Section 10.12 Subcontractors. RIGHTWAY may use its affiliates and/or subcontractors to perform RIGHTWAY's Services under this Agreement. RIGHTWAY will be responsible for those Services to the same extent that RIGHTWAY would have been had it performed those Services without the use of an affiliate or subcontractor. Section 10.13. Use of Licensed Marks. Each party agrees that it shall not use any trade names, trademarks, service marks, logos, or other identifying marks of the other party (the "Licensed Marks") except as stated herein, without prior consent of the party whose Licensed Marks are being used. During the term of this Agreement and until termination of this Agreement or request from the licensing party, each party grants to the other a nonexclusive, non -transferable, non-sublicensable license and right to use the other party's Licensed Marks in connection with that party's performance hereunder and in connection with listing the party as a customer and/or vendor in marketing materials. Each party acknowledges that the other 19 This document is CONFIDENTIAL AND PROPRIETARY to RIGHTWAY Healthcare, Inc. and may not be reproduced, transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc.