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<br /> 26.0 LEGAL RELATIONS
<br /> 26.1 No Partnership, Agency or Employment Relationship Formed. The Parties are
<br /> independent parties and nothing in this Agreement shall be construed as creating any
<br /> joint venture, partnership, agency or employment relationship between and among them
<br /> or their respective employees.
<br /> Without limiting the foregoing, the Parties understand and agree that none of their
<br /> respective employees or agents shall, by virtue of this Agreement or by virtue of any acts
<br /> taken in fulfillment of the terms of this Agreement, be deemed employees or agents, for
<br /> any purpose, of any other Party, and the Parties further agree that each of them is solely
<br /> responsible for the acts of its agents and employees and their compensation, wages,
<br /> withholdings and benefits.
<br /> 26.2 Limitation.on Liability. The Parties shall not be liable for, and hereby agree to hold each
<br /> other harmless from, any loss of use, loss of time, loss of profits, loss of privacy, loss of
<br /> data, loss of goodwill, inconvenience, commercial loss, loss of anticipated savings,
<br /> wasted management time or labor, or any special, consequential, indirect, incidental, or
<br /> punitive damages, when such damages arise out of or are related to this Agreement or
<br /> the ORCA Services, even if anyone in any of the Participating Agencies or the
<br /> Institutions has been advised of the possibility of such damages.
<br /> 26.3 No Waiver. The Parties agree that any failure by one of them to exercise or enforce any
<br /> legal right or remedy which is contained in the Agreement or under applicable law will
<br /> not be taken to be deemed to be a waiver or modification of that Party's rights and
<br /> remedies and that those rights or remedies will still be available to that Party.
<br /> 26.4 Governing Law and Forum. This Agreement and all provisions hereof shall be
<br /> interpreted and enforced in accordance with, and governed by, the applicable law of the
<br /> State of Washington and of the United States of America without regard to its conflict of
<br /> laws provisions. The exclusive jurisdiction and venue for conducting any legal actions
<br /> arising under this Agreement shall reside in either the Federal District Court or the State
<br /> of Washington Superior Court, as applicable, that is located in King County. The Parties
<br /> hereby consent to personal jurisdiction and venue in said courts and waive any right
<br /> which it might have to conduct legal actions involving the ORCA Agencies in other
<br /> forums.
<br /> 26.5 Attorneys'Fees and Costs. In the event of litigation between the Parties related to
<br /> Sections 8, 10, 20 and 26 of this Agreement, the prevailing party shall be entitled to
<br /> reasonable attorney fees and reasonable litigation expenses and costs.
<br /> 26.6 Survival. Sections 8, 10, 11, 20 and 26 shall survive and remain effective
<br /> notwithstanding any termination of this Agreement.
<br /> 26.7 The Institutions understand and agree that the "ORCA" name and logos are
<br /> trademarked and that, except as provided by the terms of this Agreement, the
<br /> Institutions will not copy or use the ORCA name and logos and any other trade names,
<br /> trademarks, service marks, logos, domain names, and other distinctive features or
<br /> intellectual property of the Participating Agencies without written permission of the Lead
<br /> Agency. Except as provided by the terms of this Agreement, the Participating Agencies
<br /> shall not use any names, trademarks, service marks, logos, domain names, and other
<br /> distinctive features or intellectual property of the Institutions without written permission of
<br /> the relevant Institutions.
<br /> 65 Page 20 of 44 Final, October 2011
<br /> U-PASS Agreement
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