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Encl User License Agreement -CareSuite Page 7 of 10 ~ .. ~·'ii_· m1;mt. Licensee shall not assign or otherwise transfer any of its rights, obligations r li ce 1 be~1r:et~.l1t ~1jt1e,®wr1tten consent of Licen~o~:,_incltidi~g any . t be~?P-~t10n '¥k~ A~it:1·esul t of the merger or acqms1t1011 of Licensee, ancl only ll j) · e ori gi1 tM ~'d:Me~<J ~~1{Iylc.\ive.sting itself, hiri1selfor herself of all possession of the Software and all media and copies thereof. Subject to the foregoing, the provisions of this Als)I~l1tlm\k app!,1m>1iltt dJhFMlJttM §UCC@ffii).~1~d P~ti&m<s asS~fitttfttlu.spar~tpport 8.6. Independent Contractor. The relationship created by this Agreement is one of independent contractors, and not partners, franchisees or joint ventures. No employees, consultants, contractors or agents of one party are employees, consultants, contractors or agents of the other party, nor do they have any authority to bind the other party by contract or otherwise to any obligation, except as expressly set forth herein. Neither party will represent to the contrary, either expressly, implicitly or otherwise. 8.7. Headings. The descriptive headings of this Agreement are intended for reference only and shall not affect the construction 01· interpretation of this Agreement. 8.8. Severability. If any covenant set fo1ih in this Agreement is determined by any court to be unenforceable by reason of its extending for too great a period of time or by reason of its being too extensive in any other respect, such covenant shall be interpreted to extend only for the longest period of time and to otherwise have the broadest application as shall be enforceable. The invalidity or unenforceability of any paiiicular provision of this Agreement shall not affect the other provisions hereof, which shall continue in full force and effect. 8.9. Waiver of Rights. The :failure of either party ·to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of this Agreement or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any rights, and the obligations of the party with respect to such future perforrirnnce shall continue in full force and effect. 8.10. Entire Agreement; Conflict. This Agreement, together with all Exhibits hereto , and Schedules hereto (if any), constitutes the complete, :final and exclusive statement of the terms of the Agreement among the parties pe1iaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions of the pa.rties. No modification or rescission of this Agreement shall be binding unless executed in writing by the party to be bound thereby. In the event of any conflict between the terms and conditions of this Agreement and an Exhibit or Schedule, the terms and conditions of the Exhibit or Schedule shall prevail. mhtml:file://\\lothlorien\fJle Uploads\work-requests\32769\Quickmar contract 11-25-17.mht 11/27/2017