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<br /> <br />Miscellaneous. <br />Assignment. This Agreement is assignable <br />by Customer or Uniguest, and each agrees <br />that the other would not enter into this <br />Agreement without the absolute right to <br />assign, provided, however, that any such <br />assignee agrees in writing to be bound by <br />the terms of this Agreement and provided <br />that any assignment by Customer will not <br />relieve Customer of its obligation to remit all <br />amounts due hereunder in the event the <br />Customer’s assignee (or any subsequent <br />assignee) defaults with respect to any such <br />payment. <br />Publicity. Customer agrees that Uniguest <br />may include the name, logo, and a <br />summary of the Products and Services <br />provided by Uniguest to Customer on <br />Uniguest’s website, press releases, <br />promotional and sales literature, and <br />advertising materials. <br />Independent Contractor. Uniguest is an <br />independent contractor and nothing <br />contained in this Agreement will be <br />construed to create the relationship of <br />employer/employee, principal and agent, <br />partnership or joint venture, or any other <br />fiduciary relationship. <br />Choice of Law & Venue. This Agreement <br />shall be governed by the laws of the state of <br />Washington, without reference to its conflicts <br />of law provisions. Any dispute arising out of or <br />relating to this Agreement will be resolved <br />exclusively by binding arbitration to be <br />conducted in Everett, Washington in <br />accordance with the then effective <br />Commercial Arbitration Rules of the <br />American Arbitration Association (the <br />“Rules”). Such matter will be heard by a <br />single arbitrator. Notwithstanding the <br />foregoing, in the event the matter in dispute <br />involves claims in excess of <br />$250,000, then either party will be entitled to <br />insist that a panel of three arbitrators rather <br />than one decide the matter. The arbitrator(s) <br />will be selected by mutual agreement of the <br />parties, or if they cannot agree, in <br /> <br /> <br />9