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© Peak One Administration 2016 10 <br />5.12 Assignment; Amendment <br /> <br />Except as otherwise provided in this Agreement, neither party can assign this Agreement without the other party’s <br />written consent, except that a tax affiliate (as defined in Section 414(b or c) of the Code) of PSP or Client may assume <br />the respective obligations under this Agreement. This Agreement may be amended only by written agreement of duly <br />authorized representatives of PSP and Client. <br />5.13 Entire Agreement; Severability; Headings <br /> <br />This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the <br />subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject <br />matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in <br />this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this <br />Agreement. If a court declares any term of this Agreement invalid, the same will not affect the validity of any other <br />provision, provided that the basic purposes of this Agreement are achieved through the remaining valid provisions. The <br />headings of sections and subsections contained in this Agreement are for reference purposes only and will not affect in <br />any way the meaning or interpretation of this Agreement. <br />5.14 Governing Law <br /> <br />This Agreement will be governed by and construed in accordance with the laws of the State of Idaho, without giving <br />effect to any conflicts of law principles. <br />5.15 No Third Party Beneficiaries <br /> <br />Nothing express or implied in this Agreement is intended to confer, nor will anything in this Agreement confer, upon <br />any person other than Client, PSP and their respective successors or assigns, any rights, remedies or obligations <br />whatsoever. <br />5.16 Relationship of the Parties <br /> <br />PSP is, and will remain, an independent contractor and will not be an employee or partner of Client, engaged in a joint <br />venture with Client, or governed by any legal relationship other than that of independent contractor. <br />5.17 Force Majeure <br /> <br />Neither party will not be in default of this Agreement, nor held responsible for, cessation, interruption or delay in the <br />performance of its obligations under this section due to causes beyond its control such as natural disasters, or the <br />inability to obtain sufficient materials or services required in the conduct of its services such as internet access. <br />5.18 Survival <br /> <br />The indemnity, confidentiality and privacy provisions of this Agreement will survive any termination or expiration of <br />this Agreement termination. <br />5.19 Counterparts <br /> <br />The parties may execute this Agreement in two or more counterparts each of which will constitute an original and all <br />of which together will constitute one instrument. This Agreement is signed with AdobeSign, which both parties agree <br />is fully binding.