Miscellaneous Clause Example with 7 Variations from Business Contracts

Miscellaneous. 10.1 A. Voluntary Nature of Agreement. Consultant acknowledges and agrees that Consultant is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Consultant further acknowledges and agrees that Consultant has carefully read this Agreement and that Consultant has asked any questions needed for Consultant to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that Consultant is waiving ...the right to a jury trial. Finally, Consultant agrees that Consultant has been provided an opportunity to seek the advice of an attorney of its choice before signing this Agreement. B. Governing Law. This Agreement shall be governed by the laws of California Michigan without regard to Michigan's conflicts of law rules. 5 10.2 C. Assignability. Except as otherwise provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. 10.3 Agreement, unless mutually agreed upon by and between Consultant and Company, except to an affiliate of the Consultant, where no consent is required by the Company. D. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement. 10.4 For avoidance of doubt, this Agreement covers all prior-consulting services provided by Consultant to the Company. E. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 10.5 CONFIDENTIAL-6- F. Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if or delivered (i) when delivered personally or by commercial messenger or nationally recognized overnight delivery service (e.g. Federal Express, UPS), or courier service, (ii) three business days after mailing if mailed by U.S. registered or certified mail (return receipt requested), or (iii) when sent via by facsimile (with receipt of or e-mail if sent during normal business hours and on the next business day if sent after normal business hours, in each case with confirmation of complete transmission) transmission by the transmitting equipment, to the party at the party's address or facsimile number contact information written below or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 business days after mailing in accordance with this Section 10.5. If (i)If to the Company, to: Dermata Therapeutics, Amesite Inc. 205 E. Washington St., Suite B Ann Arbor, MI 48104 Attention: Chief Executive Officer 3525 Del Mar Heights Rd., #322 (ii) If to Consultant, to: The to the address for notice on the signature page to this Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company. 10.6 Nature of Services. The Company acknowledges that Consultant's role is advisory in nature. The Company is therefore free, in its sole discretion to accept, modify, or reject Consultant's recommendations or any work product resulting from the provision of Services as described herein. The Company shall be solely responsible for the consequences, direct or indirect, of any such decision by Company. 10.7 Amendments; Waiver. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Consultant and Company. 10.8 G. Attorneys' Fees. In any arbitration or court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing each party shall bear its own fees and costs. Notwithstanding anything herein, Company will be entitled to reasonable attorneys' also pay for any and all legal fees, in addition including out of pocket costs, experts, and other expenditures, for any and all third party claims against Consultant for any and all claims that arise out of this Agreement, or relate to any other relief to which that party may be entitled. 10.9 Further Assurances. Consultant agrees, upon request, to execute and deliver any further documents or instruments necessary or desirable to carry out the purposes or intent of information contained in this Agreement. 10.10 H. Severability. If any provision of this Agreement is found to be illegal or unenforceable, then it shall be severed, and the other provisions shall remain effective and enforceable to the greatest extent permitted by law. 6 10.11 Counterparts and Facsimiles. I. Signatures. This Agreement may be executed signed in one or more two counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and with the same instrument. Facsimile signatures force and effectiveness as though executed in a single document. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed original signatures to have been duly and validly delivered and be valid and effective for all purposes. View More

Miscellaneous. 10.1 A. Voluntary Nature of Agreement. Consultant acknowledges and agrees that Consultant is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Consultant further acknowledges and agrees that Consultant has carefully read this Agreement and that Consultant has asked any questions needed for Consultant to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that Consultant is waiving ...the right to a jury trial. Finally, Consultant agrees that Consultant has been provided an opportunity to seek the advice of an attorney of its choice before signing this Agreement. B. Governing Law. This Agreement shall be governed by the laws of California Michigan without regard to Michigan's conflicts of law rules. 5 10.2 C. Assignability. Except as otherwise provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. 10.3 CONFIDENTIAL-6- D. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement. 10.4 For avoidance of doubt, this Agreement covers all prior consulting services provided by Consultant to the Company. E. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 10.5 F. Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if or delivered (i) when delivered personally or by commercial messenger or nationally recognized overnight delivery service (e.g. Federal Express, UPS), or courier service, (ii) three business days after mailing if mailed by U.S. registered or certified mail (return receipt requested), or (iii) when sent via by facsimile (with receipt of or e-mail if sent during normal business hours and on the next business day if sent after normal business hours, in each case with confirmation of complete transmission) transmission by the transmitting equipment, to the party at the party's address or facsimile number contact information written below or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 business days after mailing in accordance with this Section 10.5. If (i)If to the Company, to: Dermata Therapeutics, Amesite Inc. 205 E. Washington St., Suite B Ann Arbor, MI 48104 Attention: Chief Executive Officer 3525 Del Mar Heights Rd., #322 (ii) If to Consultant, to: The to the address for notice on the signature page to this Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company. 10.6 Nature of Services. The Company acknowledges that Consultant's role is advisory in nature. The Company is therefore free, in its sole discretion to accept, modify, or reject Consultant's recommendations or any work product resulting from the provision of Services as described herein. The Company shall be solely responsible for the consequences, direct or indirect, of any such decision by Company. 10.7 Amendments; Waiver. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Consultant and Company. 10.8 G. Attorneys' Fees. In any arbitration or court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, in addition to any other relief to which that party may be entitled. 10.9 Further Assurances. Consultant agrees, upon request, to execute and deliver any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 10.10 H. Severability. If any provision of this Agreement is found to be illegal or unenforceable, then it shall be severed, and the other provisions shall remain effective and enforceable to the greatest extent permitted by law. 6 10.11 Counterparts and Facsimiles. I. Signatures. This Agreement may be executed signed in one or more two counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and with the same instrument. Facsimile signatures force and effectiveness as though executed in a single document. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed original signatures to have been duly and validly delivered and be valid and effective for all purposes. View More

Miscellaneous. 10.1 A. Voluntary Nature of Agreement. Consultant acknowledges and agrees that Consultant is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Consultant further acknowledges and agrees that Consultant has carefully read this Agreement and that Consultant has asked any questions needed for Consultant to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that Consultant is waiving ...the right to a jury trial. Finally, Consultant agrees that Consultant has been provided an opportunity to seek the advice of an attorney of its choice before signing this Agreement. B. Governing Law. This Agreement shall be governed by the laws of California Michigan without regard to Michigan's conflicts of law rules. 5 10.2 C. Assignability. Except as otherwise provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. 10.3 D. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement. 10.4 For avoidance of doubt, this Agreement covers all prior consulting services provided by Consultant to the Company. CONFIDENTIAL -6- E. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 10.5 F. Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if or delivered (i) when delivered personally or by commercial messenger or nationally recognized overnight delivery service (e.g. Federal Express, UPS), or courier service, (ii) three business days after mailing if mailed by U.S. registered or certified mail (return receipt requested), or (iii) when sent via by facsimile (with receipt of or e-mail if sent during normal business hours and on the next business day if sent after normal business hours, in each case with confirmation of complete transmission) transmission by the transmitting equipment, to the party at the party's address or facsimile number contact information written below or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 business days after mailing in accordance with this Section 10.5. If (i)If to the Company, to: Dermata Therapeutics, Amesite Inc. 205 E. Washington St., Suite B Ann Arbor, MI 48104 Attention: Chief Executive Officer 3525 Del Mar Heights Rd., #322 (ii) If to Consultant, to: The to the address for notice on the signature page to this Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company. 10.6 Nature of Services. The Company acknowledges that Consultant's role is advisory in nature. The Company is therefore free, in its sole discretion to accept, modify, or reject Consultant's recommendations or any work product resulting from the provision of Services as described herein. The Company shall be solely responsible for the consequences, direct or indirect, of any such decision by Company. 10.7 Amendments; Waiver. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Consultant and Company. 10.8 G. Attorneys' Fees. In any arbitration or court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, in addition to any other relief to which that party may be entitled. 10.9 Further Assurances. Consultant agrees, upon request, to execute and deliver any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 10.10 H. Severability. If any provision of this Agreement is found to be illegal or unenforceable, then it shall be severed, and the other provisions shall remain effective and enforceable to the greatest extent permitted by law. 6 10.11 Counterparts and Facsimiles. I. Signatures. This Agreement may be executed signed in one or more two counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and with the same instrument. Facsimile signatures force and effectiveness as though executed in a single document. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed original signatures to have been duly and validly delivered and be valid and effective for all purposes. View More

Miscellaneous. 10.1 A. Voluntary Nature of Agreement. Consultant acknowledges and agrees that Consultant is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Consultant further acknowledges and agrees that Consultant has carefully read this Agreement and that Consultant has asked any questions needed for Consultant to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that Consultant is waiving ...the right to a jury trial. Finally, Consultant agrees that Consultant has been provided an opportunity to seek the advice of an attorney of its choice before signing this Agreement. B. Governing Law. This Agreement shall be governed by the laws of California Michigan without regard to Michigan's conflicts of law rules. 5 10.2 C. Assignability. Except as otherwise provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. 10.3 D. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement. 10.4 For avoidance of doubt, this Agreement covers all prior consulting services provided by Consultant to the Company. 6 E. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 10.5 F. Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if or delivered (i) when delivered personally or by commercial messenger or nationally recognized overnight delivery service (e.g. Federal Express, UPS), or courier service, (ii) three business days after mailing if mailed by U.S. registered or certified mail (return receipt requested), or (iii) when sent via by facsimile (with receipt of or e-mail if sent during normal business hours and on the next business day if sent after normal business hours, in each case with confirmation of complete transmission) transmission by the transmitting equipment, to the party at the party's address or facsimile number contact information written below or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 business days after mailing in accordance with this Section 10.5. If (i)If to the Company, to: Dermata Therapeutics, Amesite Inc. 205 E. Washington St., Suite B Ann Arbor, MI 48104 Attention: Chief Executive Officer 3525 Del Mar Heights Rd., #322 (ii) If to Consultant, to: The to the address for notice on the signature page to this Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company. 10.6 Nature of Services. The Company acknowledges that Consultant's role is advisory in nature. The Company is therefore free, in its sole discretion to accept, modify, or reject Consultant's recommendations or any work product resulting from the provision of Services as described herein. The Company shall be solely responsible for the consequences, direct or indirect, of any such decision by Company. 10.7 Amendments; Waiver. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Consultant and Company. 10.8 G. Attorneys' Fees. In any arbitration or court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, in addition to any other relief to which that party may be entitled. 10.9 Further Assurances. Consultant agrees, upon request, to execute and deliver any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 10.10 H. Severability. If any provision of this Agreement is found to be illegal or unenforceable, then it shall be severed, and the other provisions shall remain effective and enforceable to the greatest extent permitted by law. 6 10.11 Counterparts and Facsimiles. I. Signatures. This Agreement may be executed signed in one or more two counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and with the same instrument. Facsimile signatures force and effectiveness as though executed in a single document. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed original signatures to have been duly and validly delivered and be valid and effective for all purposes. View More

Miscellaneous. 10.1 11.1 Governing Law. This Agreement shall be governed by the laws of California without regard to conflicts of law rules. 5 10.2 Assignability. Except as otherwise provided in To the extent that any lawsuit is permitted under this Agreement, the parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in San Mateo County, California. 11.2 Assignability. In light of the unique and specialized nature of Consultant's services,... Consultant may shall not sell, assign subcontract any portion of Consultant's duties, nor assign, transfer or delegate any of his/her rights or obligations obligations, under this Agreement. 10.3 Agreement, without the express prior written consent of the Company, and any such attempted subcontracting, assignment, delegation or transfer shall be null and void. Company may assign this Agreement, and its rights and obligations hereunder, to any successor to all or substantially all of Company's relevant business or assets to which this Agreement pertains, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, change of control or otherwise. 11.3 Entire Agreement. This Agreement (including the Exhibit attached hereto) constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement. 10.4 11.4 Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 10.5 7 11.5 Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or nationally recognized overnight delivery service (e.g. Federal Express, UPS), or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the such party at the such party's address or facsimile number written below or at such other address or facsimile number as the such party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 three (3) business days after mailing in accordance with this Section 10.5. 11.5. If to the Company, to: Dermata Therapeutics, Patriot Scientific, Inc. Attention: Chief Executive Officer 3525 2038 Corte Del Mar Heights Rd., #322 Nogal Suite 141 Carlsbad, CA 92011 Telephone: (760) 795-8517 If to Consultant, to: The to the address for notice on the signature page to this Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company. 10.6 Nature of Services. The Company acknowledges that Consultant's role is advisory in nature. The Company is therefore free, in its sole discretion to accept, modify, or reject Consultant's recommendations or any work product resulting from the provision of Services as described herein. The Company shall be solely responsible for the consequences, direct or indirect, of any such decision by Company. 10.7 11.6 Amendments; Waiver. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Consultant and the Company. 10.8 Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or provision or a waiver of any other term or provision of this Agreement. 11.7 Attorneys' Fees. In any court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, in addition to any other relief to which that party may be entitled. 10.9 11.8 Further Assurances. Without limiting Section 3.2 above, Consultant agrees, upon request, to execute and deliver any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 10.10 11.9 Severability. If any provision of this Agreement becomes or is found declared by a court of competent jurisdiction to be illegal illegal, void or unenforceable, this Agreement shall continue in full force and effect without said provision, provided that no such severability shall be effective if it materially changes the other provisions shall remain effective and enforceable economic benefit of this Agreement to the greatest extent permitted by law. 6 10.11 either Company or Consultant. 11.10 Counterparts and Facsimiles. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile signatures Signatures delivered by facsimile or similar electronic transmission (e.g., portable document format (PDF)) shall be deemed original signatures to be binding as originals for all purposes. View More

Miscellaneous. 10.1 11.1 Governing Law. This Agreement shall be governed by the laws of California without regard to conflicts of law rules. 5 10.2 Assignability. Except as otherwise provided in To the extent that any lawsuit is permitted under this Agreement, the parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in San Diego County, California. 11.2 Assignability. In light of the unique and specialized nature of Consultant's services,... Consultant may shall not sell, assign subcontract any portion of Consultant's duties, nor assign, transfer or delegate any of his/her rights or obligations obligations, under this Agreement. 10.3 Agreement, without the express prior written consent of the Company, and any such attempted subcontracting, assignment, delegation or transfer shall be null and void. Company may assign this Agreement, and its rights and obligations hereunder, to any successor to all or substantially all of Company's relevant business or assets to which this Agreement pertains, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, change of control or otherwise. 11.3 Entire Agreement. This Agreement (including the Exhibit attached hereto) constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement. 10.4 11.4 Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 10.5 11.5 Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or nationally recognized overnight delivery service (e.g. Federal Express, UPS), or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the such party at the such party's address or facsimile number written below or at such other address or facsimile number as the such party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 three (3) business days after mailing in accordance with this Section 10.5. 11.5. If to the Company, to: Dermata Therapeutics, Mosaic ImmunoEngineering Inc. 1537 South Novato Boulevard #5, Novato CA, 94947 Attention: Chief Executive Officer 3525 Del Mar Heights Rd., #322 Steven King If to Consultant, to: The to the address for notice on the signature page to this Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company. 10.6 Nature of Services. The Company acknowledges that Consultant's role is advisory in nature. The Company is therefore free, in its sole discretion to accept, modify, or reject Consultant's recommendations or any work product resulting from the provision of Services as described herein. The Company shall be solely responsible for the consequences, direct or indirect, of any such decision by Company. 10.7 11.6 Amendments; Waiver. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Consultant and the Company. 10.8 Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or provision or a waiver of any other term or provision of this Agreement. 11.7 Attorneys' Fees. In any court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, in addition to any other relief to which that party may be entitled. 10.9 11.8 Further Assurances. Without limiting Section 3.2 above, Consultant agrees, upon request, to execute and deliver any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 10.10 6 11.9 Severability. If any provision of this Agreement becomes or is found declared by a court of competent jurisdiction to be illegal illegal, void or unenforceable, this Agreement shall continue in full force and effect without said provision, provided that no such severability shall be effective if it materially changes the other provisions shall remain effective and enforceable economic benefit of this Agreement to the greatest extent permitted by law. 6 10.11 either Company or Consultant. 11.10 Counterparts and Facsimiles. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile signatures Signatures delivered by facsimile or similar electronic transmission (e.g., portable document format (PDF)) shall be deemed original signatures to be binding as originals for all purposes. View More

Miscellaneous. 10.1 Governing Law. This Agreement shall be governed by the laws of California without regard to conflicts of law rules. 5 10.2 Assignability. Except as otherwise provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. 10.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties ...regarding the subject matter of this Agreement. 10.4 Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 10.5 Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or nationally recognized overnight delivery service (e.g. Federal Express, UPS), courier service, or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the party at the party's address or facsimile number written below or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 business days after mailing in accordance with this Section 10.5. If to the Company, to: Dermata Design Therapeutics, Inc. Attention: Chief Executive Officer 3525 Del Mar Heights Rd., #322 991C Lomas Santa Fe #436 Solana Beach, CA 92075 If to Consultant, to: The address for notice on the signature page to this the Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company. 10.6 Nature of Services. The Company acknowledges that Consultant's role is advisory in nature. The Company is therefore free, in its sole discretion to accept, modify, or reject Consultant's recommendations or any work product resulting from the provision of Services as described herein. The Company shall be solely responsible for the consequences, direct or indirect, of any such decision by the Company. 6 of 8 10.7 Amendments; Waiver. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Consultant and the Company. 10.8 Attorneys' Fees. In any court action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, in addition to any other relief to which that party may be entitled. 10.9 Further Assurances. Consultant agrees, upon request, to execute and deliver any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 10.10 Severability. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law. 6 10.11 Counterparts and Facsimiles. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile signatures shall be deemed original signatures for all purposes. View More