8.    MISCELLANEOUS.
 

8.1    Nonexclusive Relationship.  

(a)    Nothing in this Agreement shall be construed as (i) creating an exclusive relationship between the Parties, or (ii) preventing either Party from entering into same or similar relationship with others or pursuing any business opportunities or concepts independently of the other Party. Specifically, and considering the public nature of the medical knowledge and technology, Author acknowledges and agrees that HealthBreeze may create other works of authorship that may be substantially similar to or related to the Author Content for third parties; provided that HealthBreeze will use commercially reasonable efforts to notify Author in the event HealthBreeze intends to create any Derivative Works of the Animated Work.

(b)    In consideration of HealthBreeze’s entering into this Agreement, Author covenants and agrees not to bring, assert, pursue, join in or directly or indirectly assist in any litigation involving or asserting any claim based upon (i) any form of copyright infringement arising from HealthBreeze’s exploitation of the rights granted by Author under this Agreement, or (ii) any of HealthBreeze’s activities contemplated in Section 8.1(a) above. 

8.2    Governing Law; Jurisdiction.

This Agreement and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with, the laws of the State of California, without reference to conflicts of laws.The Parties hereby submit to the exclusive jurisdiction and venue of the state courts of California (or, if there is exclusive federal jurisdiction, the United States District Courts in the Northern District of California, and the parties consent to the personal and exclusive jurisdiction of these courts.  

8.3    Independent Contractors.  

The Parties are and will remain independent contractors and nothing contained in this Agreement is intended implicitly, or is to be construed, to constitute Author and HealthBreezeas an agency, partnership, or joint venture.  

8.4    Notices.  

Any notice required or permitted under the terms of this Agreement or required by law must be in English and in writing and (a) delivered in person, (b) sent by first class registered mail, or air mail, as appropriate, (c) sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address set forth below, or (d) by e-mail or facsimile with receipt confirmation.  

8.5    Assignment.  

This Agreement shall not be assignable by either Party to any third party without the written consent of the other Party hereto; except that either Party may assign this Agreement without the other Party’s consent to (a) a Party’saffiliate, or (b) an entity that acquires all or substantially all of the business or assets of the assigning Party, in each case whether by merger, consolidation, reorganization, sale of assets, sale or capital stock or otherwise, provided that such entity assumes all of the obligations of the assigning Party under this Agreement.  

8.6    Severability.  

If any provision hereof should be held invalid, illegal or unenforceable in any jurisdiction, the Parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the Parties and all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the Parties as nearly as may be possible.  Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction. 

8.7    Entire Agreement.

This Agreement constitutes the entire agreement, both written or oral, with respect to the subject matter hereof, and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, between the Parties with respect to such subject matter.No amendment or modification of any provision of this Agreement shall be effective unless in writing signed by all Parties hereto.