Miscellaneous Clause Example from Business Contracts

Miscellaneous. 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 r...ight 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 Michigan without regard to Michigan's conflicts of law rules. C. Assignability. Except as otherwise provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. 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. 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. 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 or delivered (i) when delivered personally or by commercial messenger 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 by facsimile 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 transmission by the transmitting equipment, to the party at the party's contact information written below or at such other address as the party may have previously specified by like notice. (i)If to the Company, to: Amesite Inc. 205 E. Washington St., Suite B Ann Arbor, MI 48104 Attention: Chief Executive Officer (ii) If to Consultant, 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. 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. 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. I. Signatures. This Agreement may be signed in two counterparts, each of which shall be deemed an original, with the same 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 to have been duly and validly delivered and be valid and effective for all purposes. View More