10.1. Entire Agreement. This Agreement, including all schedules attached hereto, constitutes the complete and entire agreement between the Parties regarding the subject matter hereof, and shall merge and supersede all prior proposals, representations, discussions, commitments and communications between the Parties, oral or written, regarding such subject matter. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that Representative may use in connection with this Agreement will have any effect on the rights, duties or obligations of the Parties, or otherwise modify, this Agreement, regardless of any failure of Jazz to object to such terms, provisions or conditions.
10.2. Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to principles of choice of law or conflicts of law. The Parties expressly reject any application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods. The Parties hereby undertake to use good faith efforts to settle all disputes arising out of or in connection with this Agreement. Failing settlement, all disputes arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be adjudicated in the state and federal courts having jurisdiction over disputes arising in Boston, Massachusetts and each Party hereby agrees to consent to the personal jurisdiction of such courts. Representative may not bring any suit or action against Jazz for any reason whatsoever more than one year after the cause of action accrued.
10.3. Amendments and Modifications. This Agreement may not be changed or modified except in written addendum approved and executed by authorized representatives of each Party.
10.4. Relationship Of The Parties. Each Party acknowledges and agrees that it is, and shall at all times during the Term be deemed, an independent contractor of the other Party. Neither Party shall have any authority to assume, represent, bind or otherwise create any obligation, express or implied, on behalf of the other Party. Because Representative is an independent contractor, Jazz will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Representative’s behalf or provide Representative any benefits that would be equivalent to benefits that Jazz provides its employees. Representative agrees to accept exclusive liability for complying with all applicable local, state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions applicable to Representative’s jurisdiction based on fees paid to Representative, under this Agreement.
10.5. Assignment. Jazz may freely assign this Agreement upon written notice to Representative. Neither this Agreement nor any rights under this Agreement may be assigned, delegated, sublicensed, pledged or otherwise transferred by Representative, in whole or in part, whether de facto, voluntarily, by operation of law, or otherwise, without the prior written consent of Jazz, and any purported assignment without such consent shall be void ab initio.
10.6. Binding Effect. The terms of this Agreement shall be binding upon and shall inure to the benefit of the Parties and to their respective successors and permitted assigns.
10.7. Severability. If any part of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such declaration shall not affect the validity of any of the remaining provisions, which shall remain in full force and effect as if this Agreement had been executed without including therein any such part or parts that were declared invalid.
10.8. Notice and Communication. Any notice required or permitted to be sent under this Agreement shall be sent to the Representative at the address set forth on the first page of this Agreement, or at such other address as either Party may provide in writing hereunder, by prepaid registered mail, by overnight courier or by personal delivery. All such notices shall be deemed to have been received upon the date actually received, as indicated by a signed receipt or other delivery document.
10.9. Injunctive Relief. Representative agrees that certain breaches of this Agreement by it may result in irreparable harm to Jazz, the extent of which would be difficult and/or impracticable to assess, and where money damages would not be an adequate remedy for that breach, including without limitation infringement of Jazz’s intellectual property rights in the Jazz Platform, exceeding the scope of license grant and breach of confidentiality obligations. Accordingly, Jazz shall be entitled to seek any and all remedies available at law or in equity, including, without limitation, injunctive relief or specific performance.