10.1. Relationship of the Parties. Nothing stated in this Agreement shall be deemed to create the relationship of partners, joint ventures, employer-employee, master-servant, or franchiser-franchisee between the parties hereto.
10.2. Independent Contractor Status. Charisma on Camera is an independent contractor and not an employee, Client or partner of Client. Nothing contained herein shall be deemed to create any relationship between the parties other than that of principal and independent contractor. Neither Charisma on Camera nor any employee shall have the right, power, or authority to create any contract or obligation, express or implied, on behalf of, in the name of or binding on Client. Charisma on Camera shall insure that each employee is aware that he/she does not have the right, power or authority to bind Client.
10.3. Force Majeure. Neither party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party. Such acts shall include, but not be limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, failure of suppliers to perform, governmental regulations, power failure(s), earthquakes, or other disasters.
10.4. Survival of Certain Provisions. The warranties, indemnification obligations, and confidentiality requirements set forth in this Agreement shall survive the termination of the Agreement by either party for any reason.
10.5. Notices. All notices and demands of any kind which either party to this Agreement may be required or may desire to serve upon the other in connection with this Agreement shall be in writing and may be served personally or by prepaid registered or certified United States mail or private mail service (for example, Federal Express or DHL), in either case to the addresses set forth at the beginning of this Agreement.
10.6. Either party may, by notice in writing, designate a different mailing address or a different person to which following such service all further notices or demands are thereafter to be addressed.
10.7. Headings. The titles and headings of the various sections and paragraphs hereof are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.
10.8. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Texas If any claim, legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement or because of a dispute, breach, default or misrepresentation in connection with any of the provisions of this agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys fees and other costs incurred in that claim, action, or proceeding, in addition to any other relief to which such partly may be entitled.
10.9. Arbitration of Disputes. All claims or disputes arising out of or relating to this Agreement, or to the Services, and/or Materials and/or Equipment to be provided under this Agreement ("Arbitrable Claims"), shall be resolved by binding arbitration before a single neutral arbitrator pursuant to the Rules of the California Arbitration Act, C.C.P. §§ 1280 et seq.("Act"). All rules of pleading (including the right to demurrer and to strike), all rights to discovery, all rules of evidence, all rights to resolution of the dispute by means of motions for summary judgment, judgment on the pleadings and judgment under California Code of Civil Section Procedure 631.8 shall be available to the parties just as they would be in a court of law. The arbitrator will have the sole and exclusive right to determine all issues in dispute, including the arbitrability of this provision. Arbitration shall be final and binding upon the parties, and shall be the exclusive remedy for all Arbitrable Claims. Either party may bring an action in court to compel arbitration under this Agreement, and to enforce an arbitration award.
Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitrable Claim. Notwithstanding the foregoing, either party may, at its option, seek injunctive relief pursuant to section 1281.8 of the California Code of Civil Procedure. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS, INCLUDING WITHOUT LIMITATION ANY RIGHT TO JURY AS TO THE MAKING, EXISTENCE, VALIDITY, OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE.
10.10. Severability. Should any provision or part of any provision of this Agreement be void or unenforceable, such provision, or part thereof, shall be deemed omitted, and the Agreement, with such provision or part thereof omitted, shall remain in full force and effect.
10.11. Waiver. No waiver of any provisions of this Agreement or of the rights and obligations of the parties shall be effective unless in writing and signed by the party waiving compliance. Any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
10.12. Nonexclusive. Charisma on Camera is not required to devote its services to Client exclusively, and is not precluded from engaging in any other business activity during the term of this agreement.