6. ENTIRE AGREEMENT, MODIFICATION & WAIVER
a. This Agreement constitutes the entire agreement between the Speaker and the Company with respect to its relationship and supersedes all prior oral or written agreements and understandings to the extent that they relate in any way to terms of this Agreement. Neither course of performance, nor course of dealing, nor usage of trade, shall be used to qualify, explain, supplement or otherwise modify any of the provisions of this Agreement. No amendment of, or any consent with respect to, any provision of this Agreement shall bind either party unless set forth in a writing, specifying such waiver, consent, or amendment, signed by both parties. The headings of Sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation.
7. RESOLVING DISPUTES, GOVERNING LAW & VENUE
a. If a dispute should arise under this Agreement, the parties agree to attempt to resolve the dispute, claim or controversy through arbitration and/or a suitable Alternative Dispute Resolution located in New Hampshire, regardless of the location of the Speaker, and agree to be bound by the decision(s) of the selected Mediator as set forth in the Mediation Agreement.
b. The Parties agrees to participate in good faith in the mediation process and failure to do so may result in the Company’s right to pursue any other available legal remedies, including but not limited to alternate forms of dispute resolution or litigation.
c. This Agreement shall be governed and constructed in accordance with the laws of the State of New Hampshire regardless of where the conflict may have arisen and the laws and principles thereof.
d. Any costs and fees associated with the mediation shall be paid in accordance with the terms of the mediation agreement.
e. Should an arbitrator determine any portion of this Agreement is invalid or otherwise unenforceable, both parties agree all remaining portions of this Agreement shall remain valid, unaffected and enforceable.
f. Both Parties agree, that should a dispute arise, both Parties are prohibited from publicly or privately discussing the matters leading up to the dispute, resulting in the dispute, or the final terms and conditions of the Mediation Agreement.
a. Speaker agrees to indemnify and hold harmless the Company, its employees, officers, directors, agents, personnel, other independent contractors and affiliates, from any and all claims, losses, demands, causes of action, damages, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Performance or actions under this Agreement.
b. Speaker agrees to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, the Speaker’s Performance under this Agreement, unless expressly stated otherwise by the Company, in writing.
9. FORCE MAJEURE
a. In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Party to perform its obligations under this Agreement, the affected Party’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.
a. Both Parties agree that should any provision of this agreement be or become invalid, unenforceable or illegal under applicable law, all remaining provisions of this Agreement shall remain valid and unaffected and shall remain in full force and effect.
a. This Agreement may be executed in one or more counterparts (including by means of facsimile or electronic mail via portable document format), each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
a. This Agreement may not be assigned by either Party without the expressed written consent of the other party.
IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Speaker Agreement as of the date first indicated below.