You are on page 1of 1

1.

No party shall be liable for failing to perform or delaying performance of its obligations resulting
from any condition beyond its reasonable control, including but not limited to, governmental
action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power
failures, and Internet or other network disturbances. The failure of any party to act in the event of
a breach of this Term Sheet by another party shall not be deemed a waiver of such breach or a
waiver of future breaches. This Term Sheet supersedes any other prior or collateral agreements,
whether oral or written, with respect to the subject matter hereof. This Term Sheet sets forth the
entire understanding and agreement between the parties and, except as otherwise set forth herein,
may be amended only in a writing signed by all parties. This Term Sheet shall be construed as if
jointly drafted by the parties. Any invalid or unenforceable provision shall be deemed severed
from this Term Sheet to the extent of its invalidity or unenforceability, and the remainder of this
Term Sheet shall remain in full force and effect. Any notice, consent, approval or report given
under this Term Sheet shall be in writing, shall be sent postage prepaid by certified mail, return
receipt requested, or by hand delivery, or by federal express or similar overnight delivery service,
to the other party, at the addresses set forth above. Any provisions of this Term Sheet which by
their nature or logical inference would survive expiration or termination, shall survive expiration
or termination. Each party shall be entitled to prevailing party attorney’s fees in the case of a
dispute arising under this Term Sheet. All remedies, whether at law, in equity or pursuant to this
Term Sheet shall be cumulative. The relationship of the parties hereto is that of independent
contractors. Nothing contained herein shall be deemed to create, and the parties hereto do not intend
to create, any relationship of employee/employer, partnership, joint venture or agency, nor shall any
similar relationship be deemed to exist between them. This Term Sheet shall be binding upon the
parties and their permitted assigns and shall inure to the benefit of the parties and their permitted
assigns. Neither party shall assign any of its rights or delegate any of its duties under this Term
Sheet (by operation of law or otherwise) without the prior express written consent of the other
party, provided that either party may assign this Term Sheet to an affiliate or a successor entity
resulting from a sale (in whole or part), re-organization, merger or otherwise, so long as such
affiliate or successor entity is capable of full performance hereunder. This Term Sheet may be
executed in one or more counterparts and delivered by facsimile, each of which shall be deemed
an original and all of which, when taken together, shall constitute one and the same instrument.